REGISTERED NUMBER: SC230880 (Scotland)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

FOR

ROMOLD LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

M W Coupland

S Gough

REGISTERED OFFICE:

4 Maxwell Square

Brucefield Industrial Park

Livingston

West Lothian

EH54 9BL

REGISTERED NUMBER:

SC230880 (Scotland)

AUDITORS:

Haines Watts Scotland

Business Advisors, Accountants and

Statutory Auditors

Q Court

3 Quality Street

Edinburgh

EH4 5BP

FIXED ASSETS

Tangible assets

4

1,384,069

1,487,050

CURRENT ASSETS

Stocks

5

550,325

546,199

Debtors

6

3,519,554

2,803,475

Cash at bank

286,487

198,712

4,356,366

3,548,386

CREDITORS

Amounts falling due within one year

7

(1,640,179

)

(1,324,746

)

NET CURRENT ASSETS

2,716,187

2,223,640

TOTAL ASSETS LESS CURRENT LIABILITIES

4,100,256

3,710,690

CREDITORS

Amounts falling due after more than one year

8

(28,283

)

(69,340

)

PROVISIONS FOR LIABILITIES

11

(315,477

)

(274,009

)

NET ASSETS

3,756,496

3,367,341

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

3,756,396

3,367,241

3,756,496

3,367,341

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

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

1.	STATUTORY INFORMATION

Romold 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.

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" including the provisions of Section 1A "Small Entities" 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

The company is both profitable and cash generative.

During 2025 the company had a number of internal reorganisation changes, particularly in sales. In financial year 2026 the business is budgeted to return to "normal". The market remains strong.

On this basis it is concluded that the company is a going concern.

TURNOVER

Turnover represents the sale of spill containment and storage products, excluding discounts, rebates, value added tax and other sales taxes, and is recognised when the goods are dispatched.

TANGIBLE FIXED ASSETS

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Leasehold property improvement

-

10% per annum on cost

Plant and machinery

-

15% per annum reducing balance

Land is not depreciated.

Assets under construction not depreciated until brought into use.

STOCKS

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

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

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 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 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.

TAXATION

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

Current or deferred taxation assets and liabilities are not discounted.

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

DEFERRED TAX

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

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

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

FOREIGN CURRENCIES

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

HIRE PURCHASE AND LEASING COMMITMENTS

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

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.

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.

PROVISIONS

A provision is created when there is a legal or constructive obligation at the balance sheet date based as a result of a past event, it is probable that a transfer of economic benefits will be required to settle the obligation and a reasonable estimate can be made of the amount of the obligation.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 63 (2023 - 65 ) .

4.	TANGIBLE FIXED ASSETS

Leasehold

Assets

property

under

Plant and

improvement

construction

machinery

Totals

£

£

£

£

COST

At 1 November 2023

445,913

17,430

2,171,985

2,635,328

Additions

5,242

104,731

1,305

111,278

At 31 October 2024

451,155

122,161

2,173,290

2,746,606

DEPRECIATION

At 1 November 2023

238,787

-

909,491

1,148,278

Charge for year

19,254

-

195,005

214,259

At 31 October 2024

258,041

-

1,104,496

1,362,537

NET BOOK VALUE

At 31 October 2024

193,114

122,161

1,068,794

1,384,069

At 31 October 2023

207,126

17,430

1,262,494

1,487,050

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Plant and

machinery

£

COST

At 1 November 2023

551,461

Transfer to ownership

(351,461

)

At 31 October 2024

200,000

DEPRECIATION

At 1 November 2023

181,132

Charge for year

26,550

Transfer to ownership

(158,132

)

At 31 October 2024

49,550

NET BOOK VALUE

At 31 October 2024

150,450

At 31 October 2023

370,329

5.

STOCKS

2024

2023

£

£

Stocks

550,325

546,199

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

1,477,872

1,309,616

Amounts owed by group undertakings

2,025,568

1,383,340

Other debtors

1,727

78,986

Prepayments and accrued income

14,387

31,533

3,519,554

2,803,475

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Hire purchase contracts (see note 9)

50,000

106,084

Trade creditors

203,888

1,032,050

Amounts owed to group undertakings

445,208

-

Tax

200

-

Social security and other taxes

57,020

62,506

VAT

24,449

-

Other creditors

70,475

1,013

Accruals and deferred income

788,939

123,093

1,640,179

1,324,746

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Hire purchase contracts (see note 9)

28,283

69,340

9.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase

contracts

2024

2023

£

£

Net obligations repayable:

Within one year

50,000

106,084

Between one and five years

28,283

69,340

78,283

175,424

Non-cancellable

operating leases

2024

2023

£

£

Within one year

1,288

9,875

Between one and five years

-

1,288

1,288

11,163

10.	SECURED DEBTS

The following secured debts are included within creditors:

2024

2023

£

£

Hire purchase contracts

78,283

175,424

The group bank loans are subject to cross company guarantees and are secured by a standard security over various properties and a bond and fixed and floating charges over the company's assets.

11.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

315,477

274,009

Deferred

tax

£

Balance at 1 November 2023

274,009

Provided during year

41,468

Balance at 31 October 2024

315,477

12.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Craig Hunter (Senior Statutory Auditor)

for and on behalf of Haines Watts Scotland

13.	PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £60,489 (2023 - £58,317). Contributions totalling £7,728 (2023 - £1,321) were payable to the fund at the balance sheet date and are included in creditors.

14.	CONTINGENT LIABILITIES

The company has entered into various fixed and floating charges in favour of Chiltern Capital Nominees (Spill) Limited. The floating charge includes a cross-company guarantee for the various UK group entities.

The company assets are subject to cross company guarantees and used as security for a group borrowing facility of £15,396,917 advanced during the year. The group borrowing is due to be repaid by April 2029.

15.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

16.	POST BALANCE SHEET EVENTS

Subsequent to the year end the group, of which this entity is a part, has completed a refinancing. Further details of this can be found in note 2.

Subsequent to the year end a fellow subsidiary company, Empteezy Iberica S.L. , has entered into liquidation. Amounts due from this entity at the year end to the company have been provided for in the financial statements to 31 October 2024.

Subsequent to the year end, the group, of which this entity is a part, has been party to various legal actions. At the date of signing the financial statements the directors are of the opinion that there is unlikely to be any future financial exposure to the group as a result of these matters.

17.	ULTIMATE CONTROLLING PARTY

At the year end the ultimate parent company is Spill Topco Limited , a company incorporated in Jersey with registered number 145703. The immediate parent company is Empteezy Holdings Limited, a company incorporated in Scotland with company registration number SC741609.

The parent undertaking of the largest and smallest group for which consolidated financial statements are prepared is Spill Midco 1 Limited. Consolidated financial statements for Spill Midco 1 Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

There is no ultimate controlling party.