The directors present the strategic report for the year ended 31 December 2024.

Incorporated in 1972, 2024 marks the 52 years of operation for Birkin Group, continuing our ongoing dedication to the cleaning services industry. Revenue growth continues and we are proud to continue offering cleaning services, specializing in high-level window cleaning, building maintenance, and tailored cleaning solutions. Our success has been driven by our commitment to quality service, client retention, and our strategic approach to technology adoption.

This past year has seen continued expansion across the United Kingdom, as we have strengthened relationships with long-standing clients. The education sector has also seen significant growth, with an increasing number of schools and universities choosing Birkin Group for their cleaning and hygiene needs. This expansion is due not only to our high standards of service but also to the trust we have built with these institutions over the years.

At the core of our strategy is the integration of cutting-edge technology, not just for operational efficiency but also for enhancing the overall experience of our stakeholders—both internal and external. We believe that the well-being and satisfaction of our employees are intrinsically linked to client satisfaction. This philosophy is embedded in our work culture and has contributed to Birkin Group being regarded as an employer of choice in the sector.

Our approach is underpinned by a commitment to treating employees with dignity and respect, which, in turn, leads to exceptional service delivery for our clients. We are proud to have relationships with many clients spanning over two decades, a testament to our focus on long-term partnerships built on trust and shared goals.

In 2024, our focus on Environmental, Social, and Governance (ESG) strategy continued, as we sought to lead by example in sustainable operations and ethical governance. We understand the importance of continually innovating to make our operations more sustainable, from reducing waste and emissions to ensuring social value is embedded in every facet of our business. Our ESG efforts have been strengthened through the introduction of electric and hybrid vehicles (now comprising 61% of our fleet), and expanded software solutions to minimize paper usage. These initiatives reflect our forward-thinking ethos, ensuring that we contribute positively to the communities and environments in which we operate.

In 2024, Birkin Group has continued to establish itself as a recognized brand within the cleaning and hygiene sector, distinguishing itself through innovative, technology-led solutions. Our ability to develop and implement cutting-edge technologies, such as robotics and sensor applications, has created a unique selling proposition (USP) that sets us apart from competitors. These innovations not only improve the quality of our services but also provide our clients with insights and efficiencies that go beyond traditional cleaning solutions.

One of our primary objectives has been to enhance productivity across all service areas. By leveraging technology, we have enabled our teams to work more efficiently, delivering greater value to clients while maintaining high service standards. Robotics, for example, have been successfully deployed to streamline repetitive tasks, while sensor technology allows us to monitor environments in real-time, provide proof-of-clean to clients, and identify potential issues before they escalate.

In a highly competitive marketplace, our strategy remains focused on client retention through delivering measurable value. We continue to invest in technology that provides enhanced insights for clients, such as cloud-based audit systems, facial recognition for time management, and QR code-driven proof of presence. This investment not only improves transparency but also ensures that we consistently meet or exceed client expectations.

Recruitment of top-tier talent remains a critical aspect of our growth strategy. The leadership team recognizes the importance of attracting and retaining skilled individuals who align with Birkin’s values and vision. Our investment in training and development programs continues to empower our workforce, creating a culture of innovation and excellence that benefits both the company and its clients.

As a proud Living Wage Foundation employer, Birkin Group strives to pay above the national wage wherever possible. In 2024, 70% of our contracts were above the national wage, with over 63% of our Central London contracts paying the Living Wage. This policy not only reflects our commitment to social responsibility but also leads to tangible benefits for all stakeholders—happier employees, higher retention rates, and better service quality for clients.

Our ESG strategy has been deeply integrated into our management systems. It is no longer a secondary consideration but a core aspect of how we conduct business. We have focused on measurable and real ESG goals, ensuring that our sustainability efforts are transparent and impactful. Our ISO 45001:2015 certification process has been a driving force behind many of the improvements we have made, particularly in health and safety management, client engagement, and environmental sustainability.

As the commercial cleaning industry becomes more competitive, one of the primary risks we face is the pressure to increase productivity and reduce costs. Competitors, particularly in the education sector, are increasingly adopting unsustainable practices, such as offering unrealistically low pay rates or over-promising on productivity levels. Birkin Group has intentionally avoided this race to the bottom by maintaining a focus on quality service, realistic pricing, and fair employee compensation.

Our strategy to mitigate these risks involves continuing to offer bespoke, technology-led solutions that provide genuine value to our clients. By focusing on long-term relationships rather than short-term gains, we can weather competitive pressures while continuing to deliver high-quality services. Our cloud-based auditing systems and client feedback mechanisms allow us to continually monitor our performance and adapt where necessary.

Additionally, the national recruitment challenges facing many industries, particularly in post-pandemic times, pose a risk to maintaining the high service standards our clients expect. Birkin’s commitment to being an employer of choice, through fair wages, comprehensive training, and career development opportunities, helps mitigate this risk by fostering a motivated and loyal workforce.

Finally, we are mindful of the potential economic uncertainties that could impact our clients’ businesses, especially in the wake of economic downturns. However, our diverse portfolio of clients across various sectors provides us with a buffer, allowing us to spread risk and avoid over-reliance on any one industry.

The year 2024 has seen continued growth for Birkin Group, building on the successes of the previous years. Throughout the year, we have worked hard to ensure that all departments—operational, commercial, and financial—are aligned and working cohesively.

We have expanded our contract base, secured several new high-profile contracts and retaining significant existing ones, particularly in Central London and other major cities. This success is reflected in the awards we have won, including industry recognition through the prestigious Golden Service Award.

Birkin Group’s passion for technology continues to yield tangible benefits, as we have successfully implemented a range of systems to enhance service delivery. Our use of facial recognition for time and attendance, cloud-based auditing, and real-time workflow tracking through QR codes have improved not only internal efficiencies but also the transparency and accountability we offer our clients.

As a result of these efforts, Birkin Group is well-positioned to maintain its trajectory of growth and we remain focused on building for the future, with strategic investments in technology and talent ensuring we are prepared for the next phase of expansion.

In 2024, Birkin Group’s key performance indicators (KPIs) reflected the company’s strategic focus on building for the future.

Our gross margin for 2024 was 16.3%. This reduction was primarily driven by the increased use of agency staff due to staffing challenges, new business wins, and delays in the construction sector that impacted a portion of our business. While the margin has decreased in the short term, we anticipate a recovery as these investments and operational adjustments lead to greater efficiencies and improved service delivery in the future.

Looking forward, we are confident that these investments will yield long-term benefits, including higher profitability and improved gross margins as the business continues to grow. With an expanded team, enhanced technological capabilities, and a strong operational foundation, Birkin Group is well-positioned to achieve its growth objectives and continue delivering value to both clients and stakeholders.

Performance KPIs for Birkin Cleaning Services Ltd;

Looking ahead to 2025 and beyond, the outlook for Birkin Group is exceptionally positive. We anticipate continued revenue growth, underpinned by our ability to differentiate ourselves in the market through the innovative use of technology. Our leadership team remains committed to driving growth, both organically and through strategic partnerships with key clients. Notably, as of the time of writing, June 2025, the company has brought on board, Jane Phillips in the position of finance director and Gary Pyle in the position of interim CEO, allowing Tyrone Winn and I to move into non-exec board governance positions.

The most significant opportunity lies in further deployment of our technology solutions. Our use of sensors, robotics, and real-time data analytics has already differentiated Birkin Group from competitors, and we plan to extend these innovations to new and existing clients alike. As we continue to expand, we will maintain our focus on quality, sustainability, and client satisfaction, ensuring that Birkin Group remains a leader in the cleaning services industry.

Birkin is poised for exponential growth across various sectors, and with our commitment to sustainable practices and technological innovation, we are confident that the next few years will see Birkin Group achieving its ambitious growth objectives.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company was a holding company whilst that of the group was industrial and commercial cleaners.

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

The auditor, Taylor Viney & Marlow Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The directors are responsible for preparing the Annual Report 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 group and company, 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;

• state whether applicable UK 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Reditus Capital Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 the parent company's affairs as at 31 December 2024 and of the group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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.

Material uncertainty related to going concern

We draw attention to the group statement of comprehensive income on page 10 of the financial statements, which indicates that the group incurred a net loss of £1,402,273 during the year ended 31 December 2024 and, as of that date, the company’s current liabilities exceeded its current assets by £2,934,809. As stated in Note 1.5, these events or conditions, along with other matters as set forth in Note 1.5, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors' responsibilities statement, 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 is 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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 an auditor's report 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.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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. Audit staff with sufficient knowledge and expertise to identify non-compliance with laws and regulations were deployed on the audit.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report 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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £228,095 (2023 - £106,152 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Reditus Capital Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Magnet Road, Grays, Essex, RM20 4DP.

The group consists of Reditus Capital Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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

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

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

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

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

The group identifies and corrects prior period errors in accordance with the requirements of FRS102. Prior period errors are omissions or misstatements in financial statements arising from a failure to use, or misuse of, reliable information available at the time of preparation.

Corrections are made retrospectively, adjusting comparative figures for the earliest period presented. If retrospective application is impracticable, adjustments are made prospectively from the earliest feasible period. The effect of prior period errors identified are disclosed in the notes to the accounts.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Reditus Capital Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

These expectations are based on the following assessments and a review of risks and uncertainties which take into account the current economic climate.

Management have completed forward looking forecasts and after taking into consideration the expected improved performance and accounting for uncertainties, this performance shows continued liquidity which should allow the group to meet its liabilities as they fall due.

As with any business placing reliance on future forecasts, the directors acknowledge that there can be no certainty that future forecasts will be achieved given the challenges the business has faced over the last couple of years.

As at 31 December 2024, the Group had net current liabilities of £2,934,809 (2023: £1,534,956). During the year, Reditus Capital Ltd had breached certain covenants on a loan facility from its parent company, Softbank Robotics UK Ltd, resulting in the lender having the right to demand immediate repayment. As a result, the outstanding balance of £2,888,034 has been classified as a current liability. Note 20 details the terms of the loan.

These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern despite Softbank Robotics UK Ltd indicating that they have no intention to demand immediate repayment for the foreseeable future.

Accordingly, the financial statements have been prepared on a going concern basis. The forecasts referred to above are dependent on the continued support of the lender and the achievement of forecast trading results. Should the Group be unable to realise these forecasts or secure alternative funding, it may be unable to continue in operational existence for the foreseeable future.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stock cost is calculated at actual historic cost.

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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

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

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 group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

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.

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

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows;

Intangible and tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation and shifts in market forces and conditions are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the assets and projected disposal values.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The directors of the company are remunerated through the subsidiary company, Birkin Cleaning Services Limited.

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

A bank loan of £2,888,034 is secured by fixed and floating charges over the assets of Reditus Capital Limited and its subsidiaries. The loan matures in May 2028. Interest is payable on the outstanding balance at the rate of 6% per annum. The monthly repayments of capital that commenced in November 2023 are £62,963.

Other loans includes the following loans;

Convertible loan notes totalling £420,670 (2023: £531,067) which are redeemable on 1st December 2026 and bear interest at a rate of 8% per annum. The loan notes are convertible at the option of the noteholder in the event of default. The loan notes are secured by fixed and floating charges over the assets of group companies, notably Birkin Cleaning Services Limited, Reditus Capital Limited, Birkin Group Limited, Birkin Security Services Limited, Clean Sweep Limited and JCA Capital Limited.

Included within bank loans and other loans are the amounts of £18,750 and £214,197 respectively (2023: £256,250) which mature in January 2026. Interest is payable on the loan annually at a rate of 8% per annum. Capital repayments are £18,750 for the first 3 years followed by the balance on the fourth anniversary.

Loans from directors totalling £1,394,014 which are redeemable in March 2029 and bear interest at a rate of 9% per annum.

Loans from parent undertaking;

A loan from the immediate parent company, Softbank Robotics UK Ltd, of £1,442,694 which matures in March 2029 and bears interest at a rate of 9% per annum.

The loan from group undertakings of £1,442,694 and loans from shareholders included within other loans and totalling £1,394,014 mature in March 2029. Interest is accrues on the loans annually at a rate of 9% per annum and repayments of interest begin in March 2026. The full balances outstanding on the loans are to be repaid in March 2029.

At the balance sheet date the group had outstanding advances totalling £2,811,651 (2023: £2,164,692) in respect of invoice discounting against trade receivables. The company continues to handle collections from the debtors and remains exposed to the risk of default by customers. It also continues to recognise the full carrying amount of the receivables discounted and has recognised the cash received on the transfer as a secured loan. The bank is not entitled to sell the trade receivables or use them as security for its own borrowings.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. The finance lease obligations are secured on the assets to which they relate.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The company has five classes of shares which carry no right to fixed income. All classes carry equal rights and rank equally on winding up of the company.

The share premium reserve account represents the fair value adjustments in respect of the following;

- Upon the issue of shares in exchange for shares on the acquisition of JCA Capital Limited as part of a group reconstruction in January 2022;

- Upon the issue of shares to Softbank Robotics UK Ltd in exchange for plant and equipment for use within the business.

Reditus Capital Limited has guaranteed borrowings of its subsidiary company, Birkin Cleaning Services Limited as part of group financing arrangements. This guarantee is secured by a fixed and floating charge over the assets of the companies involved. At 31 December 2024, the contingent liability in respect of this guarantee was £420,670.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

During the year the group entered into the following transactions with related parties:

During the year an amount of £32,932 (2023: £31,709) was paid to a close family member of a director as remuneration under their contract of employment.

The following amounts were outstanding at the reporting end date:

Dividends totalling £0 (2023 - £258,880) were paid in the year in respect of shares held by the company's directors and close family members.

Interest free loans have been granted by the group to its directors as follows:

The immediate parent company of Reditus Capital Limited is Softbank Robotics UK Ltd. The registered office of the parent company is 30 Old Bailey, London, United Kingdom, EC4M 7AU.

The ultimate parent company at the balance sheet date was Softbank Group Corp., who are the parent undertaking of the smallest and largest group within which the company belongs and for which consolidated financial statements are produced, copies of which are available from Companies House. The registered office is 1-9-1, Higashi-Shimbashi, Tokyo, Japan.

The accounts have been restated to incorporate the impact of omitted PAYE creditor and payroll expenses. The change has resulted in the retained loss at 31 December 2023 increasing after tax by £143,717: