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

Longacre Group Holdings Limited is the owner of and an investor in a group of diversified B2B product and services companies. These companies operate around the world but are primarily headquartered in the UK and DACH regions. Refer to notes 15 and 16 of these consolidated financial statements for further information.

Longacre Group Holdings will continue to seek to acquire or invest into similar businesses in the future.

Longacre has a team of world class operators to assist our companies in the pursuit of their goals. The quality of our management teams is our greatest differentiator, and we strive to be the best owners of the companies we work with.

During the year, the group acquired Veracity UK Limited, a company registered in the United Kingdom and a manufacturer of hardware products for digital video surveillance and their contribution to the group’s results can be found in note 16 of the consolidated financial statements. Acquisitions in the year continued to be funded through a combination of structured debt finance, asset-backed finance and investor and vendor loan notes. This is covered in more detail in note 21 of the consolidated financial statements.

As at 31 December 2024, the group had net assets of £2.3m (2023: £0.9mil net liabilities). The group achieved turnover of £53.7m (2023: £28.0mil), with the group reflecting a full year of trading from its subsidiary acquired in the prior year, Versiv Composites Limited. Headcount across the Group increased to 329 (2023: 199) following the acquisition of Veracity UK Limited. The directors are satisfied with this performance in the current challenging economic environment and are confident of further growth in 2025. The group continues to manage its investments and assist the investments with their long term growth strategies.

The group’s results for the year ended 31 December 2024 are shown in the consolidated profit and loss account on page 10.

The group seeks to manage financial risk by ensuring sufficient liquidity is available within each of the subsidiaries to meet foreseeable trading needs and to make investments or acquisitions.

The directors manage risks in the group through monthly management review meetings with the component groups executive management. We strongly believe in supporting an organisation’s people and their unique culture. Maintaining and building these are critical to our business success.

Longacre’s operations are exposed to financial risks including market risk, credit risk and liquidity risk and the objective of the Board is to manage the financial risks at acceptable levels. They review and agree policies for managing each of these risks which are detailed below.

Business performance risk

The Board manages the risk that the company and its subsidiaries may not perform as expected, either due to internal factors or external pressures, by monitoring the key performance measures monthly against prior year results, budgets and forecasts. They ensure that appropriate management teams are in place, financial controls are operating effectively, training and development programmes are in place to empower our management to work in a decentralised environment enabling businesses to realise their full potential and that strong relationships are built and maintained with customers, suppliers and employees.

Currency risk

The directors do not consider that the group is significantly exposed to the financial risks due to changes in foreign currency exchange rates as the net exposure to any exchange rate is considered limited across the group.

Each subsidiary from time to time has transactions in differing currencies and therefore there will be exchange risk exposure through sales and purchases. These risks will be managed by trading in the company’s own base currency, the utilisation of multi-currency bank accounts to match incomings and outgoings and the use of forward contracts if considered necessary.

Credit risk

The group’s credit risk is primarily attributable to its trade receivables, a third party not meeting its obligations under a contractual arrangement leading to financial loss. The balance sheet figure is presented net of doubtful receivables.

The customer credit risk is managed by each component business, subject to group policy and monthly scrutiny of receivables. The group has no significant concentration of credit risk since the exposure is spread over a large number of customers.

Liquidity risk

The group’s liquidity risk is the risk that they will have difficulty meeting financial liability obligations as they fall due. In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a combination of longer-term and short-term debt finance. Further details of debt facilities are included in note 21 of the consolidated financial statements.

Cyber and IT Interruption

Interruptions in the group’s IT systems may result in operational failures and the group and third party service providers may not have the resources or technical capability to anticipate or prevent any type of cyberattack. IT interruption could also be caused by international or inadvertent breaches of IT policy by employees or other commercial related parties.

The group manages this risk by reviewing, and continually improving, all aspects of their IT environment, ensuring robust procedures and controls are in place to mitigate system interruption.

The Group's KPI's are financial with revenue, gross profit and adjusted EBITDA being those given significance given the desired goal of growing profitability whilst ensuing that all debt service payments can be made. Adjusted EBITDA is calculated as operating profit after adding back depreciation, amortisation and non-operational items, such as non-core professional fees, and is a KPI allowing the Board to focus on the Group's underlying business performance which they are able to influence.

To monitor and compare performance of the group’s portfolio we use annualised revenue, adjusted EBITDA and gross profit. Annualised KPI's are the recognition of a full year of results for any new acquisition or de-recognition of a disposal of a business in the year which provides the board with with comparable data to assess the underlying business performance of group entities. Figures in the financial statements represent the results of group entities since their acquisition into the group and consequently are different to the monitored KPI's below.

Our businesses traded in line with expectations, testament to the quality of the management teams in place and continued acquisitions made by Longacre Group Holdings Limited.

The Directors will continue to seek to identify appropriate investment and acquisition opportunities. The full year impact of acquisitions made and the impact of sales investment means that the board are confident about the future prospects for group revenue and profit growth.

The Directors expect the general level of activity to result in a satisfactory trading result in the forthcoming year.

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 continued to be that of a holding company.

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

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

The auditor, Moore Kingston Smith LLP 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.

We have audited the financial statements of Longacre Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Group Profit And Loss Account, 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.

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 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 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 group's and 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 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.

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 purposes of expressing an opinion on the effectiveness of the group’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 group’s or the parent 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 group or the parent 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 group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

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

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

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 £8,762 (2023 - £109,255 profit).

Longacre Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Mercer Street, London, WC2H 9QJ.

The group consists of Longacre Group Holdings 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 £000.

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

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 Longacre Group Holdings 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.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

The group has made a loss of £1,678,000 for the period and at the period end has net assets of £2,319,000. The directors have confidence in the results and cash generation of the subsidiary component groups, alongside the ability to draw down upon its loan facility if required, provided by a shareholder, Fox Investments (Holdings) Limited.

The directors are confident that the company and group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Turnover represents the invoiced value of goods provided net of value added tax. Income is recognised when the invoice is raised on despatch of the goods.

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 20 years. The directors regard 20 years as a reasonable estimate for the useful life of goodwill, on the basis of the acquired businesses having long standing customer and supplier relationships, sustained product lines and experienced management teams. The business model of the group being a long-term investor in successful businesses, focusing on the long term sustainable development and value creation of B2B businesses and for accelerating growth.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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.

Stock and work in progress are stated at the lower of cost and net realisable value.

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.

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.

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.

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.

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

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.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The group determines whether goodwill is impaired at each period end or otherwise when changes in events or situations indicate that the carrying value may not be recoverable. The group’s determination of whether goodwill is impaired requires an assessment of the value in use of the cash generating units to which goodwill is allocated. This requires key assumptions and judgement to be applied in the selection of a suitable discount rate in order to calculate the present value of cash flows, additionally the revenue growth rate which is based on internal forecasts, supported by external industry predictions in the industry.

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.

The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 13 for the carrying amount of the tangible fixed assets and note 1.9 for the useful economic lives for each class of asset.

The annual amortisation charge for goodwill is sensitive to changes in the estimated life of the asset. The useful economic life is re-assessed annually.

Goodwill impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value.

See note 12 for the carrying amount of the intangible assets and note 1.7 for the useful economic life of the asset.

For each line of stock, a provision is made where the net realisable value is less than cost. Net realisable value is the estimated selling price for stocks less all estimated costs of completion and costs necessary to make the sale. The estimated selling price for each stock line is a judgement based mainly on recent selling patterns for that product.

The company makes an estimate of the recoverable value of other debtors. When assessing impairment debtors, management considers the carrying value of the underlying component sub group. Impairments to these balances are made if the underlying value were to fall below amounts loaned. See note 18 for the net carrying amount of the debtors.

Group exit costs in the prior year relate to costs suffered as part of the subsidiary company Versiv Composites Limited leaving its previous group.

During the prior year an operational decision was made to cease production of a specific product line resulting in a provision being recognised. An impairment loss has also been recognised in respect of the carrying amount of the assets related to this product line.

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

Their aggregate remuneration comprised:

Remuneration of key management personnel for the year was £1,182,000 (2023: £706,000).

Investment income includes the following:

The actual 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):

Veracity UK Limited:

On 25 October 2024 the group acquired, through its 76% owned subsidiary Longacre Troon Limited, 100% of the issued capital of Veracity UK Limited and its subsidaries.

Deferred consideration relates to the amount due on the acquisition of a subsidiary in accordance with the share purchase agreement. The deferred consideration was paid in the year.

Longacre Group Holdings Limited:

Included in other borrowings due in more than one year is a loan of £18,849,983 (2023: £13,908,920) from Fox Investment (Holdings) Limited, a shareholder of the group. Interest charged on this loan in the year was £1,055,537 (2023: £655,610) at a rate of 8% per annum. At the balance sheet date £945,793 (2023: £655,610) of interest has been accrued and not paid. This balance is a drawdown against the total loan facility of £25,000,000. The loan is secured by a fixed and floating charge over all the property and undertaking of the group and its subsidiaries with a Negative Pledge.

Included in other borrowings due in more than one year is a loan of £2,130,940 (2023: £2,130,940) from Longacre Group Limited, related by virtue of common control. Interest charged on this loan in the year was £171,025 (2023: £170,492) at a rate of 8% per annum. At the balance sheet date, £453,874 (2023: £170,492) of interest has been accrued and not paid. The loan is secured by a fixed and floating charge over all the property and undertaking of the group and its subsidiaries with a Negative Pledge.

Mercer Topco Limited and subsidiaries:

Santander UK PLC holds a fixed and floating charge over all the property and undertaking of the company and its subsidiary with a Negative Pledge in relation to the bank loans. Interest charged on these loans in the year was £654,109 (2023: £789,349). The loans have interest rates ranging from 4% to 5% over the SONIA rate per annum. At the balance sheet date, interest of £148,728 (2023: £nil) has been accrued and not paid. Included within bank loans is the loan arrangement fee which is being amortised over the life of bank loans. The charge in current year relating to this loan arrangement fee is £34,500 (2023: £34,500).

Included in loans from related parties is a loan of £8,506,127 (2023: £9,475,930) from Fox Investment (Holdings) Limited, a shareholder of the group. Interest charged on this loan in the year was £696,518 (2023: £576,163) at a rate of 8% per annum. At the balance sheet date, interest of £168,543 (2023: £151,615) has been accrued and not paid. The loan is secured by a fixed and floating charge over all the property and undertaking of the company and its subsidiary with a Negative Pledge.

Included within loan notes are investor loan notes of £375,716 (2023: £341,474) issued to shareholders of Mercer Topco Limited at the balance sheet date including accrued interest to date. Interest charged on this loan in the year was £34,242 (2023: £31,043) at a rate of 10% per annum.

Included within loan notes are vendor loan notes £5,220,098 (2023: £4,975,930) at the balance sheet date including accrued interest to date. Interest charged on this loan in the year was £244,168 (2023: £100,654) at a rate of 5% per annum.

Longacre Hawk Bidco Limited and subsidiaries:

Santander UK PLC holds a fixed and floating charge over all the property and undertaking of the group headed by Longacre Hawk Bidco Limited and its subsidiaries with a Negative Pledge in relation to the bank loans. Interest charged on these loans in the year was £416,638 (2023: £422,498) . The loans have interest rates ranging from 2.75% to 4% over the SONIA rate per annum. Included within bank loans is the loan arrangement fee which is being amortised over the life of bank loans. The charge in current year relating to this loan arrangement fee is £19,500 (2023: £19,500).

Included within loan notes are investor loan notes of £824,254 (2023: £763,199) issued to shareholders of Longacre Hawk Bidco Limited at the balance sheet date including accrued interest to date. Interest charged on this loan in the year was £61,055 (2023: £56,530) at a rate of 8% per annum.

KXT Holdco Limited and subsidiaries:

Close Invoice Financing Limited holds a fixed charge over over the assets of the of the group headed by KXT Bidco Limited and its subsidiaries. Interest charged on these loans in the year was £337,971 (2023: £nil) . The loans have interest rates applied at 6% and 5% over the Base Rate per annum.

Included within loan notes are investor loan notes of £22,677 (2023: £74,005) issued to shareholders of KXT Bidco Limited at the balance sheet date including accrued interest to date. Interest charged on this loan in the year £7,979 (2023: £1,138) at a rate of 15% per annum.

Longacre Troon Limited and subsidiaries:

OakNorth Bank PLC holds a fixed and floating charge over all the property and undertaking of the group headed by Longacre Troon Limited and its subsidiaries with a Negative Pledge in relation to the bank loans. Interest charged on these loans in the year was £nil (2023: £nil) . The loan has a interest rate of 4% over the SONIA rate per annum.

Included within loan notes are investor and manager loan notes of £5,357,230 (2023: £nil) issued to shareholders of Longacre Troon Limited at the balance sheet date including accrued interest to date. Interest charged on this loan in the year was £81,230 (2023: £nil) at a rate of 8% per annum.

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

Deferred tax is not recognised in respect of tax losses of £759,463 (2023: £402,600) as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.

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.

On 12 March 2024, the company sub-divided its 100 Ordinary shares of £0.01 into 10,000 Ordinary shares of 0.01p.

On 12 March 2024, the company issued 416 B Non-Voting shares of 0.01p at £12.16 per share.

The B Non-Voting shares do not hold any right to receive notice, attend or vote at any general meeting of the company. Other Ordinary and B Non-Voting shares rank Pari Passu in all other matters.

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:

The group and company have taken advantage of the exemptions available under FRS102 not to disclose transactions with its subsidiaries.

Group

During the period, the group made sales of £523,382 (2023: £452,410) and sold IP rights for £nil (2023: £125,000) to Dycem Limited, a company related by virtue of common control. At the balance sheet date, included in trade debtors is £93,489 (2023: £91,920) due from the company.

Company

At the balance sheet date, included in creditors due within one year is £111,300 (2023: £69,743) due to Longacre Group International Limited, a company related by virtue of common control.

At the balance sheet date, included in debtors is £18,493,572 (2023: £13,747,350) due from the subsidiary entities, which included interest accrued to date of £2,375,355 (2023: £1,444,881).

Refer to note 21 for details on loans from related parties.

Sale of freehold property

After the reporting date, on 31 January 2025, Lava Propco Limited completed the sale of the freehold property held within the group to an unrelated third party at arms length for £6,400,000.

The carrying value of the property at the balance sheet date was £6,282,722 and the disposal will be recognised in the consolidated financial statements for the year ended 31 December 2025.

Group restructure

On 31 March 2025, Mercer Bidco Limited, a subsidiary of the group, issued 11,675,276 new ordinary shares to Mercer Topco Limited and 46,701,504 new preference shares to the group's ultimate parent, Longacre Group Holdings Limited.

This share issue reflects an internal capital restructure within the wider group, and consequently the groups control of Mercer Bidco Limited remains unchanged. The refinance resulted in the repayment of external debt of approximately £8,000,000.

As the share issue does not relate to conditions existing at the balance sheet date, the impact of the transaction will be reflected in the financial statements for the year ending 31 December 2025.

The directors do not consider there to be a controlling party.