REGISTERED NUMBER: SC100049 (Scotland)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

FOR

EMPTEEZY LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

M W Coupland

S Gough

REGISTERED OFFICE:

4 Muir Road

Houstoun Industrial Estate

Livingston

West Lothian

EH54 5DR

REGISTERED NUMBER:

SC100049 (Scotland)

AUDITORS:

Haines Watts Scotland

Business Advisors, Accountants and

Statutory Auditors

Q Court

3 Quality Street

Edinburgh

EH4 5BP

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

REVIEW OF BUSINESS

Empteezy Limited is a UK company specialising in the manufacture, distribution and sale of spill containment products and services. We have been supporting our customers for over 35 years and are deeply invested in our people, our communities and our planet.

Trading performance in the year was good, with turnover decreasing slightly from £6,672,938 to £6,481,406 due to a similar sales performance and we continue to seek new products and customers.

Gross margin was consistent at 39% (2023: 40%). Operating loss (2023 - profit) before exceptional costs was £583,375 (2023 - £357,487 profit).

Our margins and underlying overheads of the trading business were consistent in 2024 with 2023. However the company also incurs corporate costs including group employees, group professional advisory costs (particular group reorganisations and refinance), group IT support costs and group projects. In 2024 these costs were higher that in 2023 and a portion of these costs were not wholly recharged in the year to group undertakings but will be recharged over the coming years. The directors expect group costs to decrease in 2025 following a group reorganisation in 2024.

The directors are pleased with the business performance and believe the outlook for the business is strong.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks faced by the company relate to the volatility of key raw material inputs and energy costs. The board has taken actions with the company's key suppliers to mitigate this volatility and continues to closely monitor the situation.

SECTION 172(1) STATEMENT

The directors understand the importance of engaging stakeholders with stakeholders, employees, customers, suppliers and the community and environment at large. They regularly discuss and address issues of concern. It is acknowledged that a clear interdependency exists between the success of the company and the success of its stakeholders.

Employees

Our employees are fundamental to the success of our business and in addition to a responsible approach to pay and benefits, we continually engage with our people to ascertain and make available training and development opportunities to improve performance.

Customers

We continue to work closely with our customers to ensure that service levels meet or exceed expectations, whilst commercial terms remain fair and transparent

Suppliers

We aim to develop and enter strong, stable working relationships with our suppliers. We aim to be fair and transparent in our negotiations and build cooperation based on mutual trust and long term commitment.

Environment and community.

The Company recognises the responsibility to carry out its operations in a way that avoids any adverse environmental impact and, in compliance with all applicable legislation, was preventing pollution and recycling waste wherever possible. The group encourages diversity and inclusion of employees from all backgrounds.

Governance and regulation.

The board provides appropriate oversight to ensure that management operate the business in an appropriate manner, with high standards of business conduct, ethics and governance appropriate to a business of our nature and size. In doing so we believe we will deliver our business goals and further enhance our reputation in our sector.

Members

The Board maintains a close working relationship with the ultimate shareholders of the group. Regular meetings are held where they are regularly provided with financial and other relevant information.

ON BEHALF OF THE BOARD:

S Gough - Director

31 October 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of spill containment services.

DIVIDENDS

No dividends will be distributed for the year ended 31 October 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 1 November 2023 to the date of this report are as follows:

J A McLeary - resigned 21 February 2024

D Byrne - resigned 21 June 2024

J Hazlewood - resigned 11 February 2024

M W Coupland - appointed 16 May 2024

S Gough - appointed 1 May 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company 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 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 company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

S Gough - Director

31 October 2025

Opinion

We have audited the financial statements of Empteezy Limited (the 'company') for the year ended 31 October 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 October 2024 and of its 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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 engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- We identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge;

- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation, employment and data protection;

- We assessed the extent of compliance with the laws and regulations identified above through making enquires of management and inspecting legal correspondence;

- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assess the susceptibility of material misstatement within the Company's financial statements, including obtaining an understanding of how fraud might occur by:

- Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- Performed analytical procedures to identify any unusual or unexpected relationships;

- Tested journal entries to identify unusual transactions;

- Assessed whether judgement and assumptions made in determining accounting estimates were indicative of potential bias; and

- Investigated the rationale behind any significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- Agreeing financial statement disclosures to underlying supporting documentation;

- Reading the minutes of meetings of those charged with governance;

- Enquiring of management as to actual potential litigation and claims; and

- Reviewing correspondence.

Whilst our audit did not identify any significant matters relating to the detection of irregularities including fraud, and despite the audit being planned and conducted in accordance with ISAs (UK), there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity would likely involve collusion, forgery, intentional misrepresentations, or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Craig Hunter (Senior Statutory Auditor)

for and on behalf of Haines Watts Scotland

Business Advisors, Accountants and

Statutory Auditors

Q Court

3 Quality Street

Edinburgh

EH4 5BP

31 October 2025

TURNOVER

4

6,481,406

6,672,938

Cost of sales

(3,924,552

)

(4,022,641

)

GROSS PROFIT

2,556,854

2,650,297

Distribution costs

(386,654

)

(870,148

)

Administrative expenses

(2,753,575

)

(1,422,662

)

OPERATING (LOSS)/PROFIT

6

(583,375

)

357,487

Exceptional restructuring costs

8

(1,517,186

)

(769,602

)

(2,100,561

)

(412,115

)

Income from shares in group undertakings

-

2,836,348

Interest receivable and similar income

9

1,933

-

(2,098,628

)

2,424,233

Interest payable and similar expenses

10

(66,136

)

(89,420

)

(LOSS)/PROFIT BEFORE TAXATION

(2,164,764

)

2,334,813

Tax on (loss)/profit

11

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(2,164,764

)

2,334,813

OTHER COMPREHENSIVE INCOME

Revaluation of heritable property

-

202,819

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

202,819

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,164,764

)

2,537,632

FIXED ASSETS

Intangible assets

13

429,723

644,552

Tangible assets

14

362,600

485,205

Investments

15

5,053,784

5,053,784

5,846,107

6,183,541

CURRENT ASSETS

Stocks

16

308,339

470,471

Debtors

17

1,742,000

3,918,079

Cash at bank

242,264

124,322

2,292,603

4,512,872

CREDITORS

Amounts falling due within one year

18

(5,181,496

)

(5,085,820

)

NET CURRENT LIABILITIES

(2,888,893

)

(572,948

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,957,214

5,610,593

CREDITORS

Amounts falling due after more than one year

19

(44,179

)

(532,794

)

NET ASSETS

2,913,035

5,077,799

CAPITAL AND RESERVES

Called up share capital

22

9,870

9,870

Capital redemption reserve

11,130

11,130

Retained earnings

2,892,035

5,056,799

SHAREHOLDERS' FUNDS

2,913,035

5,077,799

The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2025 and were signed on its behalf by:

S Gough - Director

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 November 2022

9,870

5,284,460

798,895

11,130

6,104,355

Changes in equity

Dividends

-

(3,564,188

)

-

-

(3,564,188

)

Total comprehensive income

-

3,336,527

(798,895

)

-

2,537,632

Balance at 31 October 2023

9,870

5,056,799

-

11,130

5,077,799

Changes in equity

Total comprehensive income

-

(2,164,764

)

-

-

(2,164,764

)

Balance at 31 October 2024

9,870

2,892,035

-

11,130

2,913,035

1.	STATUTORY INFORMATION

Empteezy Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

GOING CONCERN

The company has a cross guarantee with various UK entities within the group in respect of group borrowings/debt. During the year, certain covenants associated with the group borrowings/debt were breached. However, the group, of which this entity is a part, has undertaken a successful refinancing. This refinancing consists of, amongst other things:

1. an injection of capital from the parent company;

2. an injection of capital via asset backed lending;

3. a deferral of certain interest payments due;

4. a short-term capital repayment holiday; and

5. a revision to the existing covenant arrangements.

The directors consider that the refinancing will allow the group to operate for at least 12 months from the date of signing the financial statements. As part of this consideration the directors have prepared projections at company/group level which indicate a positive cash flow through to October 2027 and no expected breach of covenants

Thus the financial statements have been prepared on a going concern basis which presumes the realisation of assets and liabilities in the normal course of business.

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirement of paragraph 33.7.

PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

The financial statements contain information about Empteezy Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Spill Midco 1 Limited, Squire Patton Boggs (UK) LLP, Rutland House, 148 Edmund Street, Birmingham, B3 2JR.

TURNOVER

Turnover comprises revenue recognised in respect of the supply of materials, handling equipment and health and safety environmental products, exclusive of Value Added Tax and trade discounts, and is recognised when the goods are dispatched.

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the company has transferred the significant risks and rewards of ownership to the buyer;

- the company retains neither continuing managerial involvement to the degree usually associated the ownership nor effective control over the goods sold;

- the amount of revenue can be measured reliably;

- it is probable that the company will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Interest income

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

TANGIBLE FIXED ASSETS

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

Plant and machinery

-

15% per annum on cost

Other fixed assets

-

25% per annum on cost

Assets under construction are not depreciated until in use.

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are

recognised in profit or loss.

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine

whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to

complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is

reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in

profit or loss.

FINANCIAL INSTRUMENTS

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured

initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the

effective interest method, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are

measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

TAXATION

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

Current or deferred taxation assets and liabilities are not discounted.

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

DEFERRED TAX

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

- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered

against the reversal of deferred tax liabilities or other future taxable profits;

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

- Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint

ventures and the company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business

combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

FOREIGN CURRENCIES

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at

period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

HIRE PURCHASE AND LEASING COMMITMENTS

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

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

Defined contribution pension plan

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

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

PROVISIONS FOR LIABILITIES

Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the

obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the balance sheet.

DIVIDENDS

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

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In preparing these financial statements, the directors have made the following judgements:

- Determining whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset.

- Determining the collection of each individual receivable balance as at 31 October 2024. If specific debts were identified where there is a significant uncertainty as to the recoverability of the debt based upon information received and payment history, a provision is created against these debts.

- Determining whether there are indicators of impairment of the company's stock balances. Factors taken into consideration in include assessing the cost and net realisable value.

The directors consider that there are no other sources of estimation uncertainty.

4.

TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

6,481,406

6,672,938

6,481,406

6,672,938

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

3,066,913

2,822,912

Social security costs

287,184

263,523

Other pension costs

220,055

131,766

3,574,152

3,218,201

The average number of employees during the year was as follows:

2024

2023

Administration

25

19

Sales

8

6

Direct operatives

13

26

46

51

2024

2023

£

£

Directors' remuneration

200,873

479,700

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

120,598

223,000

6.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024

2023

£

£

Other operating leases

202,877

225,395

Depreciation - owned assets

127,639

125,928

Computer software amortisation

214,829

-

Foreign exchange differences

11,257

(3,046

)

Management recharges

(1,445,278

)

(2,130,109

)

7.	AUDITORS' REMUNERATION

2024

2023

£

£

Fees payable to the company's auditors and their associates for the audit of the company's financial statements

10,000

10,000

Auditors' remuneration for non audit work

1,487

5,000

8.	EXCEPTIONAL ITEMS

2024

2023

£

£

Exceptional restructuring costs

(1,517,186

)

(769,602

)

Exceptional items relate to various costs in relation to management changes made during the year.

Exceptional items in 2023 relate to the irrecoverable costs of a group demerger and third-party sale.

9.

INTEREST RECEIVABLE AND SIMILAR INCOME

2024

2023

£

£

Deposit account interest

1,933

-

10.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank loan interest

payable

30,017

89,420

Group loan interest

36,119

-

66,136

89,420

11.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 October 2024 nor for the year ended 31 October 2023.

RECONCILIATION OF TOTAL TAX CHARGE INCLUDED IN PROFIT AND LOSS

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

(Loss)/profit before tax

(2,164,764

)

2,334,813

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

(541,191

)

583,703

Effects of:

Loss surrendered to group

541,191

-

Group relief

-

(583,703

)

Total tax charge

-

-

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 October 2024.

2023

Gross

Tax

Net

£

£

£

Revaluation of heritable property

202,819

-

202,819

12.

DIVIDENDS

2024

2023

£

£

Ordinary Class A shares of 10p each

Interim

-

3,564,188