REGISTERED NUMBER: 11532828 (England and Wales)

MOUNTAIN BERG HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

8

Report of the Independent Auditors

10

Consolidated Income Statement

13

Consolidated Other Comprehensive Income

14

Consolidated Statement of Financial Position

15

Company Statement of Financial Position

16

Consolidated Statement of Changes in Equity

17

Company Statement of Changes in Equity

18

Consolidated Statement of Cash Flows

19

Notes to the Consolidated Statement of Cash Flows

20

Notes to the Consolidated Financial Statements

22

DIRECTORS:

N P Teagle

A J A Bott

H J Stevenson

REGISTERED OFFICE:

10 St James's Place

London

SW1A 1NP

REGISTERED NUMBER:

11532828 (England and Wales)

AUDITORS:

Duncan & Toplis Audit Limited, Statutory Auditor

14 All Saints Street

Stamford

Lincolnshire

PE9 2PA

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

Group approach and strategy

The business of Mountain Berg Holdings Ltd ('MBHL') is the management of investments in a range of assets.

The group is managed in three different business segments, being Mountain Berg, Jigsaw and Ballyclare Group. Operational decisions are made by managers in each business segment where they have the market expertise. There are short lines of communication and the corporate centre maintains the appropriate levels of monitoring and support.

The corporate centre will agree strategy and budgets with each business segment and will closely monitor their performance. The group is committed to being a socially and environmentally responsible investor and incorporates environmental, social and corporate governance into the management of its assets. The group encourages an open and honest culture in all its dealings to ensure core values are implemented across the group's companies.

The group takes a long-term approach to investments, managing the group's assets to ensure the long-term financial stability of the group and the availability of funding for new projects. The objective is to increase shareholder value and maximise returns in a sustainable way.

Business segments

Mountain Berg

Mountain Berg Ltd alongside its subsidiaries, is an investment management business and invests both directly and via externally managed funds in private equity, private companies, real estate (including residential, office and distribution sectors across the UK), public equities and other liquid investments. The aim is to maximise returns and reduce risk through portfolio diversification whilst maintaining the liquidity required to meet the businesses cash flow requirements.

Jigsaw

Robinson Webster (Holdings) Ltd ('RWHL') is the trading company for the operations of the Jigsaw brand. Jigsaw designs and retails high quality women's clothing and accessories which are sold exclusively under the Jigsaw brand. The brand was established in 1970 and has now been delivering inspired British style for over 50 years. Jigsaw's rich heritage, its distinctive range handwriting and its focus on quality and creativity have created a unique proposition and a loyal customer base.

Ballyclare Group

Ballyclare Group sells to both the protective clothing market via the Ballyclare brand and corporate clothing via its Simon Jersey brand. The group's business model is based on offering a market leading product range based on design, quality of manufacture and value. Standards in the supply chain are monitored by their specialist team which monitor our core factories to make sure they adhere with the group's code of conduct.

REVIEW OF BUSINESS

In the year ending 31 December 2024, group revenue was £108.6m (2023: £112.7m) and the gross profit margin was £54.3m (2023: £47.0m). The group made an operating profit of £5.8m (2023: £5.4m loss). The net assets of the group at the year-end were £37.2m (2023: £52.4m).

At the year-end the group was financed with asset backed facilities provided by Secure Trust Bank to both Robinson Webster (Holdings) Ltd and Ballyclare Ltd, by Credit Suisse and Deutsche Bank to both Mountain Berg Ltd and 10SJP (Investments) Ltd, and also with loans from the ultimate controlling party.

There have been no significant changes in the group's activities in the period under review. The directors are not aware, at the date of this report, of any likely major changes in the group's activities next year.

Mountain Berg

In the year to 31 December 2024, Mountain Berg Ltd and its investment management subsidiaries contributed £29.5m (2023: £21.7m) in revenue (before group eliminations). The operating profit improved to £7.7m from a loss of £5.6m in 2023, predominantly being profit on public equities. Market valuations improved through 2024 helped by interest rate reductions in the USA, EU and UK.

The business holds properties for both investment and income, private equity investments and provides administration support for the Mountain Berg Holdings Group.

The business continues to manage its portfolio of investments as well as reviewing new investment opportunities as part of its strategy to maximise value and returns over the long term.

Jigsaw

In the year to 31 December 2024, revenue was £47.9m (year to 27 January 2024: £57.5m) and the operating loss was £3.0m (year to 27 January 2024: operating loss £0.9m). A very challenging marketplace continued to impact the business with lower demand affecting profitability.

The stores remain at the heart of the business aiming to play a key role in their communities, bringing customers and local people together through tailored events. Jigsaw continues to upgrade and refurbish its estate.

The leadership team are working to meet customer needs, bringing more rigour to design, product development, merchandising and also improving business efficiency.

Ballyclare Group

Ballyclare Group trading the Ballyclare and Simon Jersey brands contributed £45.0m (2023: £44.6m) to revenue (before group eliminations) and an operating profit of £1.6m (2023: £0.7m). The continued improvement in performance is due to better margins and a lower cost base. The group is more focused on it's core markets and profitable contracts.

In 2025 the management team is focused on sales growth, cost optimisation and improving profitability across the group.

KEY PERFORMANCE INDICATORS (KPI's)

There is a robust process for budgetary control for the trading businesses to ensure that long term plans are achieved. The group's investments are varied and the directors monitor investment reports, management accounts and quarterly valuation reports to ensure they are performing to expectation.

For 2024 the group has monitored performance using the following KPIs:

2024

2023

Revenue

£108.6m

£112.7m

Operating profit/(loss)

£5.8m

(£5.4m)

Net profit/(loss)

(£21.5m)

(£16.7m)

Ratio of current assets to current liabilities

0.37

0.40

(excluding amounts owed to the ultimate controlling party)

Net assets

£37.2m

£52.4m

The businesses within the group report regularly on the following key performance indicators:

Financial

- Sales volume and value, order intake and inventory levels against budget and prior year

- Cost of sales and overheads against budget and prior year

- Gross margins by sector and category

- Cash, liquidity and available funding

Non-Financial

- Health and safety performance

- Environmental, social and corporate governance performance

- Customer satisfaction

- Performance within the supply chain

For the non-financial KPIs there were no significant issues reported across the group.

Mountain Berg Ltd

For this subsidiary, investments are continuously monitored and returns reported regularly to the directors and shareholder. Due to the nature of the investment business, Mountain Berg adopts the following KPIs:

- Valuation relative to capital remaining invested

Multiple

2024

2023

EUR

2.09

2.20

USD

2.11

2.42

GBP

0.90

0.71

- Absolute returns relative to total capital contributed

Multiple

2024

2023

EUR

1.63

1.74

USD

1.74

1.82

GBP

0.90

0.71

The directors monitor the performance of underlying investment KPIs on a quarterly basis. These KPIs include;

- Revenue, operating profits, retained profits, current ratio and net assets

- Valuation compared to capital invested

- Absolute returns compared to total capital invested

Given the complex nature of the investments the KPIs will only provide a high level understanding of the performance of the group.

PRINCIPAL RISKS AND UNCERTAINTIES

The risks and uncertainties faced by the group reflect the underlying risks faced by its subsidiary trading companies and these risks are kept under constant review. Each business is responsible for its own risk management assessment which is reported to the corporate centre on a monthly basis.

Interest rate risk

Interest rate risk is the risk that unexpected changes in interest rates could impact the overall financial performance of the group. The group has financial exposure to UK, European and USA interest rates arising from investments denominated in all three currencies across worldwide markets. The principal impact on the group would be via its borrowing facilities but this is mitigated by investment income that the group has in foreign currency. Interest rate risk is managed by closely monitoring economic conditions that impact interest rates and through borrowing on either a floating or fixed term basis.

Foreign exchange risk

The group's activities expose it to financial risks of changes in foreign currency exchange rates. The group has investments in US Dollar, GBP Sterling, and Euro denominations. The group takes a long-term view, making investments over a period and building a diversified portfolio. Returns from these investments can be used to fund new investments in the same currency. Alongside this the group can draw loans in the currency of the investment to be made and to make loan repayments using investment returns in the currency received. The group monitors overall exposure to foreign currency considering long-term commitments and reviews whether to use hedging to reduce the risk of exposure.

Market risk

From the perspective of the group's investment portfolio market risk relates to movements in market prices such as global listed equities, interest rates and foreign exchange rates. The group is exposed to these market risks through its investment activities. Indirect exposure to equity market risk is derived from the group's significant investments in externally managed private markets funds most typically held via private equity limited partnership interests and direct investment in quoted shares. This is a long-term portfolio where risk is managed with appropriate diversification by geography, sector, and investment cycle vintage. The external managers can time new investments and exits from portfolio holdings according to their views on markets and underlying market conditions. The group manages its commitments to these external funds with consideration to both its recognised and forecast exposures.

For the group's clothing businesses (including uniforms, protective clothing, and fashion retailing) success depends on strong brands and customer loyalty, the ability to produce and sell ranges which are attractive, meet customer requirements and offer value. Across the group, experienced design, development and buying teams aim to achieve these requirements but there cannot be certainty over the reaction of customers to our product offers. The market is also affected by wider economic conditions and consumer confidence impacting on demand. Our businesses mitigate these risks through detailed business planning and continued investment in our high-quality management teams.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations leading to a financial loss. The group manages credit risk by entering financial instruments and contracts with reputable counterparties with good creditworthiness. The group monitors investment performance and a counter-party's operational and financial performance on a regular basis. Appropriate credit control procedures and credit insurance are used by the businesses to mitigate risk. The terms of credit reflect the credit risk and security is taken where appropriate.

The Statement of Financial Position of the group includes receivables due from third parties, as well as balances due from related parties. The group is therefore exposed to credit risk on these balances. With third-party risk the group recognises credit losses where applicable in accordance with sections 11 and 12 of FRS102 in respect of financial instruments. For related parties the group takes a long-term view with an expectation that this will ensure the credit risk is minimised.

The credit risk on cash, cash equivalents and short-term deposits is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. The group has no significant concentration of credit risk, with exposure spread over many counterparties other than group companies.

Liquidity risk

Liquidity risk is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due. The group is exposed to liquidity risk when investment calls are required by private equity partnerships that are more than investment distributions received or when purchases of goods for resale are not aligned or are more than customer sales receipts. The group's treasury functions manage its liquidity needs to ensure sufficient funds are available for ongoing operations and future developments. Detailed cash flow forecasts are prepared and reviewed on a weekly, monthly and quarterly basis.

The group maintains strong relationships with its banks and is confident that banking facilities will be maintained as appropriate to the needs and size of the business on favourable terms.

SECTION 172(1) STATEMENT

The directors are bound by their duties under the Companies Act 2006 (the "Act") and understand each duty is in the interest of the overall success of the group. This statement sets out how the directors have regard to the matters set out in Section 172 of the Act whilst undertaking their roles, including but not limited to:

(a) the likely consequences of any decision in the long term;

(b) the interests of the group's employees;

(c) the need to foster the group's business relationships with suppliers, customers and others;

(d) the impact of the group's operations on the community and the environment;

(e) the desirability of the group maintaining a reputation for high standards of business conduct; and

(f) need to act fairly as between members of the group.

The directors manage the group for the benefit of all stakeholders. In making decisions, the directors take into account their potential short and long-term implications. The objectives include; the long-term sustainable growth and success of the business which will see returns to the shareholder increasing, the preservation and growth of capital and also building deep and long term relationships with the group's wider stakeholders.

The directors are committed to providing a working environment that promotes our group employees' wellbeing whilst enabling them to perform at their highest ability.

The directors work to understand customer requirements, promote investment and to develop and innovate the products our customers demand and deliver to customer expectations.

The directors are committed to strong mutually beneficial relationships with the group's suppliers. The group seek to work with suppliers who demonstrate high regard for the impact of their operations on communities and the environment.

The group's lenders are important stakeholders, with whom the group maintains an open dialogue alongside our covenant compliance obligations. The group continues to maintain a strong liquidity position and through its long term relationship with our lenders, the group has been able to extend and enhance its credit facilities for the future.

The directors are committed to ensuring the group is a socially and environmentally responsible business and that it incorporates environmental, social and governance principles ('ESG') into its operational processes and principles. In making decisions the group ensures that it adheres to its standards of quality and environmental management.

The group's subsidiaries make positive contributions to both charitable causes and local communities.

The directors aim to maintain the strong reputation of the group, and to ensure that decisions are made with the highest standard of business conduct in mind. Integrity is a key element of business behaviour throughout the group, and the board of directors recognise that acting ethically and with integrity protects the reputation of the group, shareholders and stakeholders.

The group is committed to maintaining the highest standard of ethics and compliance with all relevant laws and regulations wherever it does business.

GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY

The group's UK greenhouse gas emissions and energy consumption figures were:

2024

2023

Energy consumption used to calculate emissions (MWh)

3,610

3,604

Scope 1 emissions in metric tonnes CO2e

340

339

Scope 2 emissions in metric tonnes CO2e

648

640

Total gross scope 1 & 2 emissions in C02e

988

979

Intensity ratio tonnes of CO2e per employee*

1.55

1.35

* Note the number of UK employees reduced by 12% in 2024

Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting guidelines. We have also used the GHG Reporting Protocol - Corporate standards and have used the 2024 UK Government's conversion factors for company reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee.

Energy efficiency measures

- Reduced air freight usage for imported products

- Fleet route planning for delivery to customers by internal transport

- Deliver IEMA training to key staff and Ecodriver refresher training

- Continued investment in upgraded lighting on site-by-site basis to both LED and PIR controlled

- Use of electric vehicles

- Lower travel and use of technology for both internal and external meetings

ON BEHALF OF THE BOARD:

N P Teagle - Director

12 December 2025

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

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of sale of uniforms and workwear, ladies fashion retail, real estate and investments.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 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 shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

N P Teagle

A J A Bott

H J Stevenson

DISABLED PERSONS

The group will employ disabled persons when they appear to be suitable for a particular vacancy and every effort is made to ensure that they are given full and fair consideration when such vacancies arise. The group operates a progressive system for career development and progression which is available to all employees.

EMPLOYEE INVOLVEMENT

The group encourages the involvement of its employees in its management through regular meetings of the site consultative teams which have responsibility for the dissemination of information of particular concern to employees and for receiving their views on important matters of policy. The group also holds a series of formal briefings on group performance.

OFFICERS' INSURANCE

The group has purchased and maintains insurance to cover its officers against liabilities in relation to their duties.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

N P Teagle - Director

12 December 2025

Opinion

We have audited the financial statements of Mountain Berg Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Emphasis of matter

As discussed in note 2 to the financial statements, the financial statements include investments in Limited Partnerships valued at £168,220k (approximately 51% of the group's total assets) as at 31 December 2024, whose fair value has been estimated by the investment fund's management in the absence of readily determinable fair values. Management's estimates are based on information provided by the General Partner of the Limited Partnerships. Our opinion is not modified with respect to this matter.

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with directors and other management obtained as part of the work required by auditing standards. We have also discussed with the directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit. The potential impact of different laws and regulations varies considerably.

Firstly, the group is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates as well as the risk of inappropriate journal entries to increase reported profitability. Audit procedures performed by the engagement team included the identification and testing of unusual material journal entries and challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. We carried out substantive tests on accounting estimates, including reviewing the methods and data used by management to make those estimates, reperforming the calculation and reviewing the outcome of current year estimates since the financial reporting date.

Secondly, the group is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and safety regulations, environmental laws, garment quality standards and employment laws.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspections. These inspections included a review of the ISO audit reports for any evidence of non-compliance, in addition to an assessment of the group's employment and health and safety controls. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Alistair Main BFP FCA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor

14 All Saints Street

Stamford

Lincolnshire

PE9 2PA

12 December 2025

REVENUE

3

108,579

112,710

Cost of sales

54,309

65,749

GROSS PROFIT

54,270

46,961

Administrative expenses

49,986

53,845

4,284

(6,884

)

Other operating income

4

1,508

1,485

OPERATING PROFIT/(LOSS)

6

5,792

(5,399

)

Exceptional items

7

(2,180

)

1,396

Revaluation of investment property

7

(3,604

)

-

Revaluation of freehold property

7

(9,360

)

-

(9,352

)

(4,003

)

Interest receivable and similar income

8

2,646

2,696

(6,706

)

(1,307

)

Interest payable and similar expenses

9

15,792

14,018

LOSS BEFORE TAXATION

(22,498

)

(15,325

)

Tax on loss

10

(1,023

)

1,388

LOSS FOR THE FINANCIAL YEAR

(21,475

)

(16,713

)

Loss attributable to:

Owners of the parent

(18,298

)

(15,611

)

Non-controlling interests

(3,177

)

(1,102

)

(21,475

)

(16,713

)

LOSS FOR THE YEAR

(21,475

)

(16,713

)

OTHER COMPREHENSIVE INCOME

Exchange gains/(losses) on retranslation

317

2

of overseas subsidiaries

Revaluation of freehold property

(3,817

)

-

Income tax relating to components of other comprehensive income

1,566

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(1,934

)

2

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(23,409

)

(16,711

)

Total comprehensive income attributable to:

Owners of the parent

(20,232

)

(15,609

)

Non-controlling interests

(3,177

)

(1,102

)

(23,409

)

(16,711

)

FIXED ASSETS

Intangible assets

12

306

266

Property, plant and equipment

13

34,779

40,886

Investments

14

Interest in associate

103

302

Other investments

239,126

235,815

Investment property

15

17,073

20,564

291,387

297,833

CURRENT ASSETS

Inventories

16

13,884

18,980

Debtors

17

12,468

14,922

Cash in hand

9,914

5,646

36,266

39,548

CREDITORS

Amounts falling due within one year

18

126,122

125,901

NET CURRENT LIABILITIES

(89,856

)

(86,353

)

TOTAL ASSETS LESS CURRENT LIABILITIES

201,531

211,480

CREDITORS

Amounts falling due after more than one year

19

(164,335

)

(157,469

)

PROVISIONS FOR LIABILITIES

24

(8

)

(1,574

)

NET ASSETS

37,188

52,437

CAPITAL AND RESERVES

Called up share capital

25

-

-

Revaluation reserve

26

2,103

4,427

Capital contribution reserve

26

8,160

8,114

Merger reserve

26

41,470

41,470

Retained earnings

26

(6,602

)

3,192

SHAREHOLDERS' FUNDS

45,131

57,203

NON-CONTROLLING INTERESTS

27

(7,943

)

(4,766

)

TOTAL EQUITY

37,188

52,437

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2025 and were signed on its behalf by:

N P Teagle - Director

CREDITORS

Amounts falling due within one year

18

412

321

NET CURRENT LIABILITIES

(412

)

(321

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(412

)

(321

)

CAPITAL AND RESERVES

Called up share capital

25

-

-

Retained earnings

26

(412

)

(321

)

SHAREHOLDERS' FUNDS

(412

)

(321

)

Company's loss for the financial year

(91

)

(72

)

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2025 and were signed on its behalf by:

N P Teagle - Director

Called up

Capital

share

Retained

Revaluation

contribution

capital

earnings

reserve

reserve

£'000

£'000

£'000

£'000

Balance at 1 January 2023

-

12,402

4,427

6,399

Changes in equity

Total comprehensive income

-

(15,609

)

-

-

Transfer for notional interest

-

6,399

-

(6,399

)

Measurement differences upon discounting loans at below market rates of interest

-

-

-

8,114

Balance at 31 December 2023

-

3,192

4,427

8,114

Changes in equity

Total comprehensive income

-

(17,981

)

(2,251

)

-

Revaluation of investment property

-

73

(73

)

-

Transfer for notional interest

-

8,114

-

(8,114

)

Measurement differences upon discounting loans at below market rates of interest

-

-

-

8,160

Balance at 31 December 2024

-

(6,602

)

2,103

8,160

Merger

Non-controlling

Total

reserve

Total

interests

equity

£'000

£'000

£'000

£'000

Balance at 1 January 2023

41,470

64,698

(3,664

)

61,034

Changes in equity

Total comprehensive income

-

(15,609

)

(1,102

)

(16,711

)

Measurement differences upon discounting loans at below market rates of interest

-

8,114

-

8,114

Balance at 31 December 2023

41,470

57,203

(4,766

)

52,437

Changes in equity

Total comprehensive income

-

(20,232

)

(3,177

)

(23,409

)

Measurement differences upon discounting loans at below market rates of interest

-

8,160

-

8,160

Balance at 31 December 2024

41,470

45,131

(7,943

)

37,188

Called up

share

Retained

Total

capital

earnings

equity

£'000

£'000

£'000

Balance at 1 January 2023

-

(249

)

(249

)

Changes in equity

Total comprehensive income

-

(72

)

(72

)

Balance at 31 December 2023

-

(321

)

(321

)

Changes in equity

Total comprehensive income

-

(91

)

(91

)

Balance at 31 December 2024

-

(412

)

(412

)

Cash flows from operating activities

Cash generated from operations

1

16,747

13,493

Interest paid

(15,614

)

(13,991

)

Tax paid

(236

)

(196

)

Net cash from operating activities

897

(694

)

Cash flows from investing activities

Purchase of intangible fixed assets

(98

)

(172

)

Purchase of property, plant & equipment

(8,973

)

(7,004

)

Purchase of fixed asset investments

(46,504

)

(34,197

)

Purchase of investment property

(113

)

(361

)

Sale of tangible fixed assets

(9

)

40

Sale of fixed asset investments

47,651

46,096

Investment loans advanced

(87

)

(251

)

Investment loans repaid

212

659

Interest received

59

973

Dividends received

2,359

1,053

Net cash from investing activities

(5,503

)

6,836

Cash flows from financing activities

Bank loans advanced/(repaid)

(10,541

)

16,512

Controlling party loan

13,788

(22,219

)

Other loans advanced/(repaid)

5,637

227

Net cash from financing activities

8,884

(5,480

)

Increase in cash and cash equivalents

4,278

662

Cash and cash equivalents at beginning of year

2

5,636

4,974

Cash and cash equivalents at end of year

2

9,914

5,636