REGISTERED NUMBER: 13544693 (England and Wales)

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 December 2024

for

Galton Bridge Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

Mr I A Bytheway

Mr R P Hickman

REGISTERED OFFICE:

Conveyor Units Limited

Sandy Lane

Stourport-On-Severn

Worcestershire

DY13 9PT

REGISTERED NUMBER:

13544693 (England and Wales)

AUDITORS:

Lewis Smith & Co.

Chartered Certified Accountants

Statutory Auditors

The Old Doctor's House

74 Grange Road

Dudley

West Midlands

DY1 2AW

BANKERS:

Barclays Bank Plc

6th Floor

One Snowhill

Snowhill Queensway

Birmingham

B4 6GN

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

REVIEW OF BUSINESS

The company is a holding company. The principal activities of its subsidiary companies are the manufacturers of components and conveyor modules within the materials handling industry and also commercial property investment and letting.

PRINCIPAL RISKS AND UNCERTAINTIES

The company is controlled and run by its Board of Directors and the process of risk management in all areas of the

business is addressed through policies and procedures agreed at board level.

The company's subsidiaries have accepted the Euro for payment since the launch of the currency and the board consider that internal policies along with the stability of the currency within an acceptable trading range means that the financial risk is being effectively controlled.

The group insures all debt and uses a registered credit reference agency. The balance sheet is protected adequately via a commercial insurance policy which is reviewed annually and which includes cover of gross profit should there be any interruption to the business activity caused by an insured event.

Group cash reserves are considered by the Directors to be sufficiently high to cover the current trading commitments and also to develop the business further, in line with the business strategy.

Price risk is controlled by the marketing policy which requires representation at relevant trade exhibitions to monitor the subsidiary companies positions in the market place.

BUSINESS REVIEW

During the year, the group has continued to strengthen its position as a leading UK manufacturer of conveyor equipment. Investment has been made in our internal systems and processes, improving efficiency and enabling us to provide a more responsive service to our customers. In addition, we have expanded our marketing activities to raise brand awareness,target new sectors, and support long-term growth.

We are also pleased to report the development and launch of three new products, designed not only to enhance our existing product range but also to open opportunities in new markets. This innovation reflects our ongoing commitment to providing practical, high-quality solutions and maintaining a competitive edge.

The wider economic environment remains challenging, with uncertainty and increased costs linked to government policy and global supply chain pressures. However, the group has taken proactive steps to offset these challenges through efficiency gains and cost-saving initiatives. As a result, we remain confident in our ability to deliver sustainable profitability.

Looking ahead, the Directors believe the group is well-positioned, with strong foundations, a robust product pipeline, and a clear strategy for growth. Prospects for the coming year are considered positive.

RESULTS AND PERFORMANCE

The results of the group are set out on pages 9 and 10 and show profit on ordinary activities before tax for the year of £2,243,706 along with shareholders' funds at the year end of £14,774,402.

This group's turnover for the year is £17,543,320 which is considered satisfactory by the directors. The group's performance continues to be satisfactory. There will be a continued focus on increasing market share for its products in the coming year.

KEY PERFORMANCE INDICATORS

The Board does not measure the performance of the company by reference to KPI's.

However the group's return on capital employed of 14.4% and return on assets of 10.9% are considered by the Directors to be satisfactory.

FUTURE DEVELOPMENTS

There will be a continued focus on increasing market share for its products in the coming year.

ON BEHALF OF THE BOARD:

Mr I A Bytheway - 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.

DIVIDENDS

The directors recommend that no interim or final dividends are to be paid.

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 I A Bytheway

Mr R P Hickman

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.

AUDITORS

The auditors, Lewis Smith & Co., will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr I A Bytheway - Director

29 September 2025

Opinion

We have audited the financial statements of Galton Bridge Holdings 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 four, 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:

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit.

We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

Craig Alan Beale FCCA (Senior Statutory Auditor)

for and on behalf of Lewis Smith & Co.

Chartered Certified Accountants

Statutory Auditors

The Old Doctor's House

74 Grange Road

Dudley

West Midlands

DY1 2AW

29 September 2025

TURNOVER

3

17,543,320

19,954,435

Cost of sales

10,830,039

11,324,721

GROSS PROFIT

6,713,281

8,629,714

Distribution costs

912,909

906,297

Administrative expenses

3,699,904

4,209,066

4,612,813

5,115,363

2,100,468

3,514,351

Other operating income

4

28,472

41,961

OPERATING PROFIT

6

2,128,940

3,556,312

Interest receivable and similar income

7

162,364

146,575

2,291,304

3,702,887

Interest payable and similar expenses

8

47,598

66,969

PROFIT BEFORE TAXATION

2,243,706

3,635,918

Tax on profit

9

635,925

1,024,135

PROFIT FOR THE FINANCIAL YEAR

1,607,781

2,611,783

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,607,781

2,611,783

Profit attributable to:

Owners of the parent

1,607,781

2,611,783

Total comprehensive income attributable to:

Owners of the parent

1,607,781

2,611,783

FIXED ASSETS

Intangible assets

12

141,228

161,404

Tangible assets

13

5,350,438

6,199,384

Investments

14

-

-

Investment property

15

603,728

1,053,724

6,095,394

7,414,512

CURRENT ASSETS

Stocks

16

2,841,838

3,776,901

Debtors

17

4,009,029

3,037,742

Cash at bank and in hand

6,593,349

5,953,580

13,444,216

12,768,223

CREDITORS

Amounts falling due within one year

18

4,510,073

6,721,860

NET CURRENT ASSETS

8,934,143

6,046,363

TOTAL ASSETS LESS CURRENT LIABILITIES

15,029,537

13,460,875

PROVISIONS FOR LIABILITIES

22

255,135

294,254

NET ASSETS

14,774,402

13,166,621

CAPITAL AND RESERVES

Called up share capital

23

100

100

Share premium

24

11,519,950

11,519,950

Capital redemption reserve

24

1,813,200

606,600

Retained earnings

24

1,441,152

1,039,971

SHAREHOLDERS' FUNDS

14,774,402

13,166,621

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 I A Bytheway - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

17,280,000

17,280,000

Investment property

15

-

-

17,280,000

17,280,000

CURRENT ASSETS

Debtors

17

5,000,000

5,000,000

Cash in hand

50

50

5,000,050

5,000,050

CREDITORS

Amounts falling due within one year

18

10,819,598

10,812,348

NET CURRENT LIABILITIES

(5,819,548

)

(5,812,298

)

TOTAL ASSETS LESS CURRENT LIABILITIES

11,460,452

11,467,702

CAPITAL AND RESERVES

Called up share capital

23

100

100

Share premium

24

11,519,950

11,519,950

Retained earnings

24

(59,598

)

(52,348

)

SHAREHOLDERS' FUNDS

11,460,452

11,467,702

Company's (loss)/profit for the financial year

(7,250

)

1,996,813

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 I A Bytheway - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

100

1,034,788

11,519,950

-

12,554,838

Changes in equity

Dividends

-

(2,000,000

)

-

-

(2,000,000

)

Total comprehensive income

-

2,611,783

-

-

2,611,783

Preference share redemption

-

(606,600

)

-

606,600

-

Balance at 31 December 2023

100

1,039,971

11,519,950

606,600

13,166,621

Changes in equity

Total comprehensive income

-

1,607,781

-

-

1,607,781

Preference share redemption

-

(1,206,600

)

-

1,206,600

-

Balance at 31 December 2024

100

1,441,152

11,519,950

1,813,200

14,774,402

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

100

(49,161

)

11,519,950

11,470,889

Changes in equity

Dividends

-

(2,000,000

)

-

(2,000,000

)

Total comprehensive income

-

1,996,813

-

1,996,813

Balance at 31 December 2023

100

(52,348

)

11,519,950

11,467,702

Changes in equity

Total comprehensive income

-

(7,250

)

-

(7,250

)

Balance at 31 December 2024

100

(59,598

)

11,519,950

11,460,452

Cash flows from operating activities

Cash generated from operations

1

2,989,467

3,931,682

Interest paid

(1,681

)

3,812

Finance costs paid

(45,917

)

(70,781

)

Tax paid

(913,605

)

(883,890

)

Net cash from operating activities

2,028,264

2,980,823

Cash flows from investing activities

Purchase of tangible fixed assets

(240,764

)

(1,456,510

)

Sale of tangible fixed assets

1,002,131

40,001

Sale of investment property

217,392

-

Interest received

162,364

146,575

Net cash from investing activities

1,141,123

(1,269,934

)

Cash flows from financing activities

Preference shares

(1,206,600

)

(606,600

)

Amount withdrawn by directors

(1,323,018

)

(676,082

)

Equity dividends paid

-

(2,000,000

)

Net cash from financing activities

(2,529,618

)

(3,282,682

)

Increase/(decrease) in cash and cash equivalents

639,769

(1,571,793

)

Cash and cash equivalents at beginning of year

2

5,953,580

7,525,373

Cash and cash equivalents at end of year

2

6,593,349

5,953,580

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

31.12.24

31.12.23

£

£

Profit before taxation

2,243,706

3,635,918

Depreciation charges

309,596

333,087

(Profit)/loss on disposal of fixed assets

(293,175

)

239,105

Loss on revaluation of fixed assets

323,938

-

Finance costs

47,598

66,969

Finance income

(162,364

)

(146,575

)

2,469,299

4,128,504

Decrease in stocks

935,063

1,009,276

(Increase)/decrease in trade and other debtors

(903,112

)

2,358,692

Increase/(decrease) in trade and other creditors

488,217

(3,564,790

)

Cash generated from operations

2,989,467

3,931,682

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

6,593,349

5,953,580

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

5,953,580

7,525,373

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

5,953,580

639,769

6,593,349

5,953,580

639,769

6,593,349

Debt

Debts falling due within 1 year

(2,389,400

)

1,206,600

(1,182,800

)

(2,389,400

)

1,206,600

(1,182,800

)

Total

3,564,180

1,846,369

5,410,549

1.	STATUTORY INFORMATION

Galton Bridge Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value. The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

These consolidated financial statements include the subsidiary accounts for the year ended 31 December 2024.

The financial statements have been prepared on a going concern basis.

Turnover

Turnover within the subsidiaries Conveyor Units Limited and Bridge Bearings Limited, is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales tax.

The group recognises revenue when the amount of revenue and related cost can be reliably measured, it is probable and that the collectability of related receivables can be reasonably assured.

Goodwill

Goodwill was acquired upon of the acquisition of Galton Bridge Enterprises Limited and is amortised straight line over the expected useful life of 10 years. Previous business acquisitions within the group are fully amortised.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

0%

Leasehold improvements

-

Straight line over 50 years

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Investment property

Investment properties are shown at their fair value, which is ascertained by the directors with confirmation from a registered surveyor as to their current market values.

Stocks

Stocks and work in progress are valued at the lower of cost and estimated selling price less costs to sell, after making due allowance for obsolete and slow moving items. In respect of work in progress and finished goods, cost includes a relevant proportion of overheads according to their stage of manufacture.

Cost is calculated using a first in, first out method and includes all purchase, transport and handling costs in bringing stocks to their present location and condition.

The group operates a first in first out approach to stock control.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

Research and development

Research expenditure is charged to the income statement in the year incurred.

Development expenditure is charged to the income statement in the year incurred unless it meets the recognition criteria for capitalisation.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. For leases where a formal agreement is in place, the total future commitments relating to such leases is disclosed in the financial statements.

Leases payments between companies with in the group are eliminated on consolidation.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Business combinations

Acquisitions of subsidiaries are accounted for using the purchase method. The cost of the business combination is measured at the aggregate of the nominal value of consideration at the date of acquisition and the assets & liabilities incurred.

Any excess of the acquired interest in the net carrying value of the identifiable assets and liabilities over the cost of the business combination is recognised as goodwill.