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

The company continued to operate as a holding company for a group of companies specialising in the design and manufacture of electrical products for the domestic dehumidifier, water cooler and domestic laundry markets. During the year, the company incurred a small amount of bank charges and other administrative costs and incurred interest on preference shares and amounts owed to group undertakings. Interest receivable was also recognised on amounts due from group undertakings.

The company had a loss for the financial year of £130,697 (2023 - £1,289,894). As at the balance sheet date, the company has net assets of £7,722,389 (2023 - £7,853,086).

The key risk and uncertainty affecting the company is the recoverability of its subsidiary investment and related intercompany receivables. In order to mitigate this risk, the directors seek to ensure the subsidiary investments trade profitably with a focus on returning value to the shareholders.

The company will continue to operate as a holding company and no change in activity is envisaged by the directors.

Given the nature of the company’s activities, the directors are of the opinion that further detailed analysis using financial and non-financial key performance indicators is not necessary for an understanding of the development, performance or position of the company.

On behalf of the board

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

The company's accounting reference date is 29 December 2024 and the company has taken advantage of the option available under s390(3) of the Companies Act 2006 to prepare its financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of a holding company.

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

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

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

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

The company is exposed to variable interest rate risk on its intercompany debt balances. The directors consider this to be low risk therefore this is not being actively managed.

There is a risk that group companies are not able to repay balances due in full. The directors consider that the company has sufficient resources to meet its current obligations are are not actively managing this risk.

Going concern

Ebac Group Limited (“the company”) is a subsidiary of Ebac Holdings Limited (“the group”). The company is party to a cross-guarantee in respect of the bank borrowings of certain other group members. Further details are provided in Note 21.

The company made a loss for the year of £130,697, has net current liabilities of £2,687,275 and net assets of £7,722,389 as at 31 December 2024.

The company meets its day to day working capital requirements through its cash balances and loans from group undertakings as detailed in Note 13.

The directors continually update cashflow forecasts, covering a period to 31 December 2027, with key assumptions reviewed by the board. Forecast for the next 12 months from the date of approval of the accounts indicate minimal administration expenses payable and minimal operating cash requirements for the company going forward. The forecasts do not include any repayments of the amounts owing from group undertakings, as included in Note 12 or include any repayments of the amounts owing to group undertakings, as included in Note 13.

Ebac Limited, a subsidiary undertaking that is party to the cross guarantee, has reported a material uncertainty in relation to going concern in its financial statements for the year ended 31 December 2024. There is uncertainty as to the timing and quantum of any amounts that the company could be required to settle should the cross-guarantee be called, and whether it would have sufficient funds to meet such obligations. Forecasts for both the company and Ebac Limited do not include repayment of the £6,212,347 loan, and Ebac Limited has confirmed it does not intend to seek repayment to the detriment of other creditors. The directors acknowledge a material uncertainty in relation to the position between the company and Ebac Limited on the company's future cashflows if the loan is recalled by Ebac Limited.

The directors believe the company has sufficient financial resources to meet its obligations as they fall due for a period of at least 12 months from the date of these financial statements and that it is therefore appropriate to prepare these accounts on a going concern basis. In making this assessment, the directors do acknowledge that as a result of the uncertainties outlined above regarding the cross-guarantee, and the loan due to Ebac Limited, a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to discharge its liabilities under the normal course of business.

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.

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

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations.

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

• 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.

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

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 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 Auditor 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.

Emphasis of matter

We draw attention to Note 2 of the financial statements which explains the key sources of estimation uncertainty and critical judgements in relation to carrying value of investments.

Our opinion is not modified in respect of this matter.

Material uncertainty related to going concern

We draw attention to Note 1.2 in the financial statements, which indicates that the company’s subsidiary undertaking, Ebac Limited, has disclosed a material uncertainty related to going concern in its financial statements for the year ended 31 December 2024.

As explained in Note 1.2 the directors consider that this gives rise to a material uncertainty for the company in relation to:

• the existence of a cross-guarantee arrangement with other group entities, including Ebac Limited; and

• whether the company may be required to repay a loan due to Ebac Limited of £6,212,347.

Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the light of our 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 and the directors' report.

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

• adequate accounting records have not been kept, 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.

As explained more fully in the directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor's report.

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.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• Companies Act 2006;

• UK Corporate Tax legislation; and

• UK Generally Accepted Accounting Practice.

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

• Management override of controls

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;

• Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;

• Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member for our audit work, for this report, or for the opinions we have formed.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

There are no items of other comprehensive income or expenditure in either the current or prior reporting period.

Ebac Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, United Kingdom, DL5 6SQ.

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

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

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

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

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

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

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

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

The financial statements of the company are consolidated in the financial statements of Ebac Holdings Limited. These consolidated financial statements are available from its registered office, Ketton Way, Aycliffe Business Park, Newton Aycliffe, United Kingdom, DL5 6SR.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Ebac trueGroup Limited (“the company”) is a subsidiary of Ebac Holdings Limited (“the group”). The company is party to a cross-guarantee in respect of the bank borrowings of certain other group members. Further details are provided in Note 21.

The company made a loss for the year of £130,697, has net current liabilities of £2,687,275 and net assets of £7,722,389 as at 31 December 2024.

The company meets its day to day working capital requirements through its cash balances and loans from group undertakings as detailed in Note 13.

The directors continually update cashflow forecasts, covering a period to 31 December 2027, with key assumptions reviewed by the board. Forecast for the next 12 months from the date of approval of the accounts indicate minimal administration expenses payable and minimal operating cash requirements for the company going forward. The forecasts do not include any repayments of the amounts owing from group undertakings, as included in Note 12 or include any repayments of the amounts owing to group undertakings, as included in Note 13.

Ebac Limited, a subsidiary undertaking that is party to the cross guarantee, has reported a material uncertainty in relation to going concern in its financial statements for the year ended 31 December 2024. There is uncertainty as to the timing and quantum of any amounts that the company could be required to settle should the cross-guarantee be called, and whether it would have sufficient funds to meet such obligations. Forecasts for both the company and Ebac Limited do not include repayment of the £6,212,347 loan, and Ebac Limited has confirmed it does not intend to seek repayment to the detriment of other creditors. The directors acknowledge a material uncertainty in relation to the position between the company and Ebac Limited on the company's future cashflows if the loan is recalled by Ebac Limited.

The directors believe the company has sufficient financial resources to meet its obligations as they fall due for a period of at least 12 months from the date of these financial statements and that it is therefore appropriate to prepare these accounts on a going concern basis. In making this assessment, the directors do acknowledge that as a result of the uncertainties outlined above regarding the cross-guarantee, and the loan due to Ebac Limited, a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to discharge its liabilities under the normal course of business.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.

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

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

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

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of comprehensive income.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of comprehensive income.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

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

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

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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

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

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

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

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

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

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

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

As at 31 December 2024, the directors assessed the carrying value of the company’s investments in trading subsidiaries for indicators of impairment and subsequently undertook a detailed impairment review in relation to one of those investments.

To assess the recoverable value of this investment, the directors used historic and forecast EBITDA figures to determine what they consider to be a realistic future maintainable EBITDA figure multiplied by a publicly available index for privately owned companies in the manufacturing sector. Based on this, the estimated recoverable amount of the investment exceeded its carrying value of £8,214,889 and as a result, no impairment provision has been recognised as at 31 December 2024.

This assessment required significant judgement, particularly in forecasting future EBITDA, taking into account sector trends, order book visibility, and cost efficiency programmes. Judgement was also required in selecting an appropriate earnings multiple. These estimates and assumptions are subject to uncertainty, and changes in market conditions or trading performance could result in a materially different outcome in future periods.

In relation to the company’s investments in two other subsidiaries, which have a total carrying value of £7,439,601, the directors concluded that no indicators of impairment existed.

The directors have assessed the recoverability of the £4,855,123 owed by group undertakings, which is primarily due from one of its trading subsidiaries. In making their assessment, the directors have taken into account the current and future profitability of this particular trading subsidiary as well as its financial position and forecast cashflows. The directors are satisfied that the balance of £4,855,123 is expected to be fully recoverable in the longer term and on this basis, do not consider any further provision for bad debts to be necessary.

Fees payable to the company's auditor for audit and non-audit services have been incurred by a fellow group undertaking.

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

No remuneration was paid to the directors in either the current or prior financial year.

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

A change in the UK Corporation tax rate to 25% took effect from 1 April 2023. This change has had a consequential effect on the company's tax charge with the standard rate of tax in the prior year reflective of a marginal tax rate arising from the company's period straddling the 19% and 25% tax rates. Deferred tax has been calculated at 25%.

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

*1 - Ketton Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6SR

*2 - St Helen Trading Est, Bishop Auckland, County Durham, DL14 9AD

*3 - 700 Thimble Shoals Blvd, Suite 109, Newport News, Virginia, 23606-2575, USA

*4 - Valverde de Camino 10, Elche, Alicante, 03206, Spain

Rights attached to shares

Preference shares have preferential rights over the Ordinary shares with respect to dividends and a return of capital. Ordinary shares carry full voting rights and preference shares have voting rights subject only to the conditions noted below.

Redeemable preference shares

The Preference shares are redeemable subject to sufficient distributable reserves. They are redeemable at £1 per share and carry no voting rights unless the dividend is in arrears or redemption has not taken place on the due date of 31st December 2025 or the meeting called is to consider insolvency proceedings. On winding up of the company the holders of the shares have a right to receive the amount paid up on the shares together with all accruals and arrears of the preference dividends.

The 'A' Preference Shares are redeemable subject to sufficient distributable reserves. They are redeemable at £1 per share and carry no voting rights unless the dividend is in arrears or redemption has not taken place on the due date of 31st December 2025 or the meeting called is to consider insolvency proceedings. On winding up of the company the holders of the shares have a right to receive the amount paid up on the shares together with all accruals and arrears of the 'A' preference dividends.

The 'B' Preference Shares are redeemable subject to sufficient distributable reserves. They are redeemable at £1 per share and carry no voting rights unless the dividend is in arrears or redemption has not taken place on the due date of 31st December 2025 or the meeting called is to consider insolvency proceedings. On winding up of the company the holders of the shares have a right to receive the amount paid up on the shares together with all accruals and arrears of the 'B' preference dividends.

The share premium account represents the excess amount received by the company over the par value of its shares.

The capital redemption reserve represents the preservation of permanent capital following the redemption of shares.

This reserve was created on the receipt by the company of a dividend in specie from Ebac Limited and B.C.M. Machines Limited of shares in group companies not previously held directly by the company.

The profit and loss reserves represent cumulative comprehensive profits and losses net of dividends paid.

The company is party to a cross-guarantee relating to certain borrowings held within the company's subsidiary undertakings, Ebac Industrial Products Limited and Ebac Limited. At the year end the balance due by these entities on cross-guaranteed facilities was £1,669,439 (2023 - £2,634,518). The cross-guarantee is backed by fixed and floating charges over the company's assets.

The company has taken advantage of disclosure exemptions available under Section 33 of FRS 102 whereby it has not disclosed transactions entered into with any wholly-owned subsidiary of the group.

The company's immediate and ultimate parent undertaking is Ebac Holdings Limited, a company incorporated in England and Wales, whose registered address is Ketton Way, Aycliffe Industrial Estate, County Durham, DL5 6SR.

Ebac Holdings Limited is the smallest and largest group undertaking preparing consolidated financial statements.