REGISTERED NUMBER: 07854999 (England and Wales)

EMC Surface Technologies Limited

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

Mr J P Clarke

Mr C V Clarke

REGISTERED OFFICE:

67c King Street

Knutsford

Cheshire

WA16 6DX

REGISTERED NUMBER:

07854999 (England and Wales)

AUDITORS:

Advance Audit Limited

Statutory Auditor

71/73 Hoghton Street

Southport

Merseyside

PR9 0PR

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

CHAIRMAN'S STATEMENT - JIM CLARKE

On behalf of the Board, I would like to start my annual report by thanking all our loyal employees for their unwavering commitment throughout the year.

It now gives me great pleasure to announce EMC Surface Technologies Limited ("the Group") results for the year ended 31st December 2024.

SUMMARY OF THE YEAR

EMC Surface Technologies performed robustly over the last 12 months thanks to our dedicated management teams that skilfully managed the challenges posed by global economic and political uncertainty.

In spite of these challenging trading conditions, we remained true to our core values of maintaining our long-term vision, encouraging entrepreneurship, striving for excellence and celebrating success to put our group on a strong footing moving forwards.

Our companies continue to be supported by an experienced head office team that provide our management teams with dedicated strategic, financial and marketing resource. We firmly believe this development will help us create opportunities for all our stakeholders.

STRATEGY AND NEW INVESTMENTS

We are committed to acquiring surface engineering companies in the UK. Our long-term vision is to build a group of companies that offer a variety of mission critical services to a diverse range of end customers. We will do this by providing owners looking to sell with fast, fair, and friendly exits in less than 100 days.

The latest addition to our portfolio was R.D.M. Industrial Services Ltd who design, manufacture, and install industrial ovens, spray booths and pre-treatment systems. Due to our simple acquisition process, the transaction was completed back in February 2024 in just 72 days.

CASH RESOURCES AND INVESTMENT CAPABILITY

As of 31st December 2024, the Group held £9.75m in free cash resources to help us make new investments, and we present a strong balance sheet reflecting our conservative approach to gearing across the corporate portfolio.

We continue to develop new and existing relationships with owners that may wish to explore an exit and we maintain a strong acquisitions team, supported by our trusted advisers, that allows us to move quickly when suitable opportunities arise.

OUTLOOK

Looking ahead, we are confident in the ability of our management teams and their workforce to continue developing their businesses and we are well placed to execute our strategy of acquiring more companies that meet our investment criteria.

DIRECTORS SUMMARY - CHRIS CLARKE (INVESTMENT DIRECTOR)

REVIEW OF BUSINESS

EMC Surface Technologies reports its full year results to 31st December 2024 achieving EBITDA of £3.19m on turnover of £13.24m, which compares to EBITDA of £3.03m on turnover of £9.20m for the year ended 31st December 2023.

The Group performed resiliently throughout the year. We continue to make investments in our people, processes and facilities that are pivotal to the long term success of the Group.

Our acquisition pipeline remains strong and as stated we retain strong cash reserves to enable further investment in line with our long-term strategic objectives.

KEY PERFORMANCE INDICATORS

The key performance indicators of the group are financial with turnover, gross profit, EBITDA and cash and cash equivalents being those of significance given our goal of longer-term growth that maximises value for all stakeholders.

2024

2023

(£   )

(£   )

Turnover

£13,243

£9,204

Gross Profit

£6,758

£6,160

EBITDA

£3,186

£3,036

Cash and Cash Equivalents

£9,748

£10,038

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties relate to global economic and political uncertainty with challenges from supply chain disruption and inflationary pressures.

The directors aim to manage the key risks and uncertainties that are spread across the group through monthly management review meetings within each business, and quarterly board meetings at head office that ensures we continue working towards our 5 year business plans. A comprehensive financial reporting pack is also circulated monthly to the directors within each business to manage financial risks.

ACQUISITION RISK

The directors continue to employ a strategy of growing revenues in a sustainable manner through organic growth and suitable acquisitions. Acquisition targets are established, profitable and cash generative businesses that add value to the group.

CREDIT RISK

The Group's credit risk is primarily attributable to its trade receivables. The Group continues to expand and diversify its customer base thereby reducing any concentration of credit risk.

CURRENCY RISK

The directors do not consider the Group is significantly exposed to the financial risks of changes in exchange rates as there are minimal transactions in foreign currency.

INFLATION RISK

The disruption to supply chains included in last year's report has largely been mitigated.

LIQUIDITY RISK

The Group seeks to manage financial risks by ensuring sufficient liquidity is available to meet foreseeable needs. The Group utilises invoice discounting in some instances which helps manage cash and headroom.

ON BEHALF OF THE BOARD:

Mr C V Clarke - Director

29 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the Company is to manage a group of surface engineering companies.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £ 51,000 .

DIRECTORS

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

Mr J P Clarke

Mr C V Clarke

POLITICAL DONATIONS AND EXPENDITURE

The group made no political donations and incurred no political expenditure during the year.

DISCLOSURE IN THE STRATEGIC REPORT

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk management and future developments.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 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 and then apply them consistently;

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

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Mr C V Clarke - Director

29 September 2025

Opinion

We have audited the financial statements of EMC Surface Technologies Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's 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.

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 group 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 group's and the parent 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 Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 group's and the parent 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 group or the parent 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Enquiry of management and those charged with governance around actual and potential litigation and claims;

- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations;

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

- Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Jennifer Tobin FCCA (Senior Statutory Auditor)

for and on behalf of Advance Audit Limited

Statutory Auditor

71/73 Hoghton Street

Southport

Merseyside

PR9 0PR

29 September 2025

TURNOVER

3

13,243,171

9,204,495

Cost of sales

6,484,742

3,044,770

GROSS PROFIT

6,758,429

6,159,725

Distribution costs

59,293

-

Administrative expenses

4,360,925

3,434,517

4,420,218

3,434,517

2,338,211

2,725,208

Other operating income

73,789

63,870

OPERATING PROFIT

5

2,412,000

2,789,078

Interest receivable and similar income

361,069

292,414

2,773,069

3,081,492

Gain/loss on revaluation of investments

(1,879,744

)

(2,025,352

)

893,325

1,056,140

Interest payable and similar expenses

7

110,018

58,323

PROFIT BEFORE TAXATION

783,307

997,817

Tax on profit

8

705,052

718,287

PROFIT FOR THE FINANCIAL YEAR

78,255

279,530

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

78,255

279,530

Profit attributable to:

Owners of the parent

78,255

214,096

Non-controlling interests

-

65,434

78,255

279,530

Total comprehensive income attributable to:

Owners of the parent

78,255

214,096

Non-controlling interests

-

65,434

78,255

279,530

FIXED ASSETS

Intangible assets

11

1,895,370

-

Tangible assets

12

4,982,913

1,785,344

Investments

13

2,447,405

3,306,157

Investment property

14

-

-

9,325,688

5,091,501

CURRENT ASSETS

Stocks

15

310,597

156,338

Debtors

16

4,923,771

5,125,661

Cash at bank and in hand

9,748,350

10,438,238

14,982,718

15,720,237

CREDITORS

Amounts falling due within one year

17

8,242,008

7,425,631

NET CURRENT ASSETS

6,740,710

8,294,606

TOTAL ASSETS LESS CURRENT LIABILITIES

16,066,398

13,386,107

CREDITORS

Amounts falling due after more than one year

18

(2,951,611

)

(549,592

)

PROVISIONS FOR LIABILITIES

22

(269,951

)

(220,086

)

NET ASSETS

12,844,836

12,616,429

CAPITAL AND RESERVES

Called up share capital

23

101

1

Share premium

201,052

-

Retained earnings

12,643,683

12,616,428

SHAREHOLDERS' FUNDS

12,844,836

12,616,429

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:

Mr C V Clarke - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

11,067

15,212

Investments

13

9,426,898

5,847,275

Investment property

14

3,825,801

-

13,263,766

5,862,487

CURRENT ASSETS

Debtors

16

3,219,099

3,448,570

Cash at bank

9,025,289

10,262,735

12,244,388

13,711,305

CREDITORS

Amounts falling due within one year

17

8,993,799

7,118,175

NET CURRENT ASSETS

3,250,589

6,593,130

TOTAL ASSETS LESS CURRENT LIABILITIES

16,514,355

12,455,617

CREDITORS

Amounts falling due after more than one year

18

2,736,806

-

NET ASSETS

13,777,549

12,455,617

CAPITAL AND RESERVES

Called up share capital

23

101

1

Retained earnings

13,777,448

12,455,616

SHAREHOLDERS' FUNDS

13,777,549

12,455,617

Company's profit for the financial year

1,372,832

1,070,841

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:

Mr C V Clarke - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

1

13,896,417

-

Changes in equity

Profit for the year

-

214,096

-

Total comprehensive income

-

214,096

-

Acquisition of non controlling

interest

-

(1,494,085

)

-

Total transactions with owners, recognised directly in equity

-

(1,494,085

)

-

Acquisition of non-controlling interest

-

-

-

Balance at 31 December 2023

1

12,616,428

-

Changes in equity

Profit for the year

-

78,255

-

Total comprehensive income

-

78,255

-

Dividends

-

(51,000

)

-

Issue of share capital

100

-

201,052

Total transactions with owners, recognised directly in equity

100

(51,000

)

201,052

Balance at 31 December 2024

101

12,643,683

201,052

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

13,896,418

742,481

14,638,899

Changes in equity

Profit for the year

214,096

65,434

279,530

Total comprehensive income

214,096

65,434

279,530

Acquisition of non controlling

interest

(1,494,085

)

-

(1,494,085

)

Total transactions with owners, recognised directly in equity

(1,494,085

)

-

(1,494,085

)

Acquisition of non-controlling interest

-

(807,915

)

(807,915

)

Balance at 31 December 2023

12,616,429

-

12,616,429

Changes in equity

Profit for the year

78,255

-

78,255

Total comprehensive income

78,255

-

78,255

Dividends

(51,000

)

-

(51,000

)

Issue of share capital

201,152

-

201,152

Total transactions with owners, recognised directly in equity

150,152

-

150,152

Balance at 31 December 2024

12,844,836

-

12,844,836

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1

11,384,775

11,384,776

Changes in equity

Total comprehensive income

-

1,070,841

1,070,841

Balance at 31 December 2023

1

12,455,616

12,455,617

Changes in equity

Issue of share capital

100

-

100

Dividends

-

(51,000

)

(51,000

)

Total comprehensive income

-

1,372,832

1,372,832

Balance at 31 December 2024

101

13,777,448

13,777,549

Cash flows from operating activities

Cash generated from operations

1

4,756,122

3,805,532

Interest paid

(100,320

)

(48,521

)

Interest element of hire purchase payments paid

(9,698

)

(9,802

)

Tax paid

(683,552

)

(768,563

)

Net cash from operating activities

3,962,552

2,978,646

Cash flows from investing activities

Purchase of tangible fixed assets

(3,434,437

)

(323,204

)

Purchase of fixed asset investments

(1,020,992

)

-

Sale of tangible fixed assets

5,476

39,854

Group purchase of shares in subsidiary

(2,077,118

)

(2,302,000

)

Interest received

361,069

292,414

Net cash from investing activities

(6,166,002

)

(2,292,936

)

Cash flows from financing activities

New loans in year

2,912,500

-

Loan repayments in year

(583,911

)

(104,200

)

Assets financed on hire purchase

166,134

49,900

Capital repayments in year

(57,814

)

(87,660

)

Amount introduced by directors

5,254,519

-

Amount withdrawn by directors

-

(643,471

)

Share issue

201,152

-

Loans from related parties

-

1,871,331

Loans to related parties

(5,931,913

)

-

Equity dividends paid

(51,000

)

-

Net cash from financing activities

1,909,667

1,085,900

(Decrease)/increase in cash and cash equivalents

(293,783

)

1,771,610

Cash and cash equivalents at beginning of year

2

10,038,043

8,266,433

Cash and cash equivalents at end of year

2

9,744,260

10,038,043

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

783,307

997,817

Depreciation charges

413,140

244,109

Loss on disposal of fixed assets

-

2,788

Loss on revaluation of fixed assets

1,879,744

2,025,352

Finance costs

110,018

58,323

Finance income

(361,069

)

(292,414

)

2,825,140

3,035,975

(Increase)/decrease in stocks

(154,259

)

22,842

Decrease in trade and other debtors

371,349

425,437

Increase in trade and other creditors

1,713,892

321,278

Cash generated from operations

4,756,122

3,805,532

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

9,748,350

10,438,238

Bank overdrafts

(4,090

)

(400,195

)

9,744,260

10,038,043

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

10,438,238

8,266,433

Bank overdrafts

(400,195

)

-

10,038,043

8,266,433