Arena Maestro Limited Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 15525766

Arena Maestro Limited

Financial Statements

31 December 2024

Arena Maestro Limited

Financial Statements

Period from 27 February 2024 to 31 December 2024

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	5

Independent auditor's report to the members	7

Consolidated statement of comprehensive income	11

Consolidated statement of financial position	12

Company statement of financial position	13

Consolidated statement of changes in equity	14

Company statement of changes in equity	15

Consolidated statement of cash flows	16

Notes to the financial statements	17

Arena Maestro Limited

Officers and Professional Advisers

The board of directors	Mr M J Crone
	Mr R J Edge
	Mr S N Gill

Registered office	Units 4a-4k Airfield Industrial Estate
	Hixon
	Stafford
	England
	ST18 0PF

Auditor	Lindley & Co
	Chartered Certified Accountants & statutory auditor
	Suite 4 Europa House
	Europa Way
	Britannia Enterprise Park
	Lichfield
	Staffordshire
	WS14 9TZ

Arena Maestro Limited

Strategic Report

Period from 27 February 2024 to 31 December 2024

Business review

This strategic report aims to provide a comprehensive analysis of the business, detailing the development and performance of the business along with Key Performance Indicators and the principal risks the business faces.

Marketplace analysis

The current market remains highly competitive, but despite this, demand for our products continues to remain strong. 2024 proved to be an excellent year with a large improvement in activity versus the 2023 result. Whilst 2024 can be considered a good year, there are still opportunities for growth, particularly in emerging markets, where demand for our products is on the rise.

Swot analysis

Strengths: - The group has a strong and loyal management team which helps steer the business forward. Weaknesses: - We have a limited presence in emerging markets, which requires further development. - The group faces the risk of competitive pressure, but with a solid reputation for quality products and customer service, we believe we can maintain our market share. Opportunities: - Emerging markets offer significant growth opportunities for our organisation. - There is a growing demand for eco-friendly and sustainable products, we are currently working on new product development and packaging solutions to assist us in reaching our targets in this area. The group is at the forefront of reducing the impact the manufacturing process may have on the environment. - Increased automation and further technology driven process improvements. Threats: - Increasing competition from new entrants in the market. - Fluctuations in demand for our products due to changes in consumer preferences. - Economic downturns that can affect consumer spending on our products.

Principal risks

Governance and Regulation: - The group ensures it is compliant with all legislative requirements as a minimum standard for its operations. Principal Risks: Financial Risks: - The group considers the financial risk to be minimal given the subsidiary's strong trading history and relationships in the industry. Regular review of the group's liquid resources takes place. The principal risks in the area continue to be the level of credit extended to customers and exposure to exchange rate fluctuations and the possible adverse effect on the cost of raw materials. Competitor Risk: - The group, like all manufacturers, faces the risk of competitors entering the market, potentially gaining an edge through lower energy and labour costs; however, the group aims to compete on quality and strong customer relationships. Economic/Political Risk: - Certain political decisions have been made that have automatically put pressure on all businesses in the UK and ours is no different. We continue to monitor these decisions and look to mitigate their impact where possible. Energy Costs: - The continued increase in energy costs has created a risk to the profitability of the business, to mitigate this we entered a fixed-price, minimum supply energy contract. We are also investigating the development of our premises to incorporate solar technology to further reduce our energy requirements.

Key performance indicators

KPIs continue to be used to monitor the business. All aspects are subject to performance measurement, and we are constantly striving to improve operating performances and reduce operating costs to continue to provide competitive products. The key indicators remain as revenue, profitability, cash generation, debtor days and stock days.

Business plan

- Expand our presence in emerging markets, strengthen existing relationships, and build new ones to broaden the customer and supplier base. - Embrace new technologies to improve our production efficiency and product quality. - Develop and market eco-friendly and sustainable products to cater to the growing demand for such products. - Monitor and maintain customer satisfaction. - Focus on continuing operations whilst controlling costs.

Going concern

The directors have prepared and continually review the group's forecasts and projections and have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The directors believe that there is no reason to believe it is not appropriate for the group to continue to adopt the going concern basis in preparing its financial statements.

Conclusion

In conclusion, the current market situation presents both challenges and opportunities for our organisation. Our aim is to grow the business by moving into new markets whilst taking advantage of the new technologies we have been actively developing. With the help of the relationships built with our suppliers and customers, we see a bright future for the group.

This report was approved by the board of directors on 23 December 2025 and signed on behalf of the board by:

Mr M J Crone

Director

Registered office:

Units 4a-4k Airfield Industrial Estate

Hixon

Stafford

England

ST18 0PF

Arena Maestro Limited

Directors' Report

Period from 27 February 2024 to 31 December 2024

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

Incorporation

The company was incorporated on 27th February 2024.

Directors

The directors who served the company during the period were as follows:

Mr M J Crone	(Appointed 27 February 2024)
Mr R J Edge	(Appointed 27 February 2024)
Mr S N Gill	(Appointed 27 February 2024)

Dividends

The directors do not recommend the payment of a dividend.

Disclosure of information in the strategic report

The group has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the group's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and reports) Regulations 2008.

Directors' responsibilities statement

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

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 23 December 2025 and signed on behalf of the board by:

Mr M J Crone

Director

Registered office:

Units 4a-4k Airfield Industrial Estate

Hixon

Stafford

England

ST18 0PF

Arena Maestro Limited

Independent Auditor's Report to the Members of Arena Maestro Limited

Period from 27 February 2024 to 31 December 2024

Opinion

We have audited the financial statements of Arena Maestro Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the consolidated statement of 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 the related notes, 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 FRS 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's affairs as at 31 December 2024 and of the group's loss for the period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 or 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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' report for the financial period 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.

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 strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

Auditor's 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 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. 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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of any acts by the company that were not in line with the applicable laws and regulations, including fraud. Additionally, we gained an understanding of management's procedures relating to detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud. - We made enquiries of management, being those charged with governance, and reviewed correspondence with the company's solicitors around actual and potential litigation and claims. - We made enquiry of staff in compliance functions to identify any instances of non-compliance with laws and regulations. - We reviewed the financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; - We performed audit work 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 reviewing accounting estimates for bias. - We performed audit work over the risk of fraud in revenue recognition including substantive testing and analytical procedures, over the recording of revenue and testing of year end cut off. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Sandra Kay Lindley

(Senior Statutory Auditor)

For and on behalf of

Lindley & Co

Chartered Certified Accountants & statutory auditor

Suite 4 Europa House

Europa Way

Britannia Enterprise Park

Lichfield

Staffordshire

WS14 9TZ

23 December 2025

Arena Maestro Limited

Consolidated Statement of Comprehensive Income

Period from 27 February 2024 to 31 December 2024

		Period from
		27 Feb 24 to
		31 Dec 24
Note		£
Turnover	4	7,079,134

Cost of sales	5,204,371
	------------
Gross profit	1,874,763

Distribution costs		116,393
Administrative expenses		1,827,575
		------------
Operating loss	5	( 69,205)

Other interest receivable and similar income	9	21,697
		------------
Loss before taxation		( 47,508)

Tax on loss	10	107,181
		---------
Loss for the financial period and total comprehensive income		( 154,689)
		---------

All the activities of the group are from continuing operations.

Arena Maestro Limited

Consolidated Statement of Financial Position

31 December 2024

	31 Dec 24
Note	£

Fixed assets

Intangible assets	11	6,722,300
Tangible assets	12	400,289
		------------
		7,122,589

Current assets

Stocks	14	1,525,738
Debtors	15	1,825,690
Cash at bank and in hand		98,781
		------------
		3,450,209

Creditors: amounts falling due within one year	16	2,518,725
		------------
Net current assets		931,484
		------------
Total assets less current liabilities		8,054,073

Creditors: amounts falling due after more than one year	17	8,125,000

Provisions	18	82,762
		------------
Net liabilities		( 153,689)
		------------

Capital and reserves

Called up share capital	21	1,000
Profit and loss account		( 154,689)
		---------
Shareholders deficit		( 153,689)
		---------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 23 December 2025 , and are signed on behalf of the board by:

Mr M J Crone

Director

Company registration number: 15525766

Arena Maestro Limited

Company Statement of Financial Position

31 December 2024

	31 Dec 24
Note	£

Fixed assets

Investments	13	9,060,206

Current assets

Debtors	15	800

Creditors: amounts falling due within one year	16	660,006
		---------
Net current liabilities		659,206
		------------
Total assets less current liabilities		8,401,000

Creditors: amounts falling due after more than one year	17	8,125,000
		------------
Net assets		276,000
		------------

Capital and reserves

Called up share capital	21	1,000
Profit and loss account		275,000
		---------
Shareholders funds		276,000
		---------

The profit for the financial period of the parent company was £ 275,000 .

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 23 December 2025 , and are signed on behalf of the board by:

Mr M J Crone

Director

Company registration number: 15525766

Arena Maestro Limited

Consolidated Statement of Changes in Equity

Period from 27 February 2024 to 31 December 2024

	Called up share capital	Profit and loss account	Total
	£	£	£
At 27 February 2024	–	–	–

Loss for the period		( 154,689)	( 154,689)
	----	---------	---------
Total comprehensive income for the period	–	( 154,689)	( 154,689)

Issue of shares	1,000	–	1,000
	-------	----	-------
Total investments by and distributions to owners	1,000	–	1,000

	-------	---------	---------
At 31 December 2024	1,000	( 154,689)	( 153,689)
	-------	---------	---------

Arena Maestro Limited

Company Statement of Changes in Equity

Period from 27 February 2024 to 31 December 2024

	Called up share capital	Profit and loss account	Total
	£	£	£
At 27 February 2024	–	–	–

Profit for the period		275,000	275,000
	----	---------	---------
Total comprehensive income for the period	–	275,000	275,000

Issue of shares	1,000	–	1,000
	-------	----	-------
Total investments by and distributions to owners	1,000	–	1,000

	-------	---------	---------
At 31 December 2024	1,000	275,000	276,000
	-------	---------	---------

Arena Maestro Limited

Consolidated Statement of Cash Flows

Period from 27 February 2024 to 31 December 2024

	31 Dec 24
	£

Cash flows from operating activities

Loss for the financial period	( 154,689)

Adjustments for:
Depreciation of tangible assets	52,114
Impairment of tangible assets	34,159
Amortisation of intangible assets	437,430
Other interest receivable and similar income	( 21,697)
Tax on profit	107,181
Accrued expenses	100,781

Changes in:
Stocks	( 1,525,738)
Trade and other debtors	( 1,825,690)
Trade and other creditors	6,500,573
	------------
Cash generated from operations	3,704,424

Interest received	21,697
Tax paid	( 92,402)
	------------
Net cash from operating activities	3,633,719
	------------

Cash flows from investing activities

Purchase of tangible assets	( 486,562)
Purchase of intangible assets	( 7,159,730)
Acquisition of subsidiaries	87,861
	------------
Net cash used in investing activities	( 7,558,431)
	------------

Cash flows from financing activities

Proceeds from issue of ordinary shares	1,000
Proceeds from borrowings	4,022,493
	------------
Net cash from financing activities	4,023,493
	------------

Net increase in cash and cash equivalents	98,781
Cash and cash equivalents at beginning of period	–
	--------
Cash and cash equivalents at end of period	98,781
	--------

Arena Maestro Limited

Notes to the Financial Statements

Period from 27 February 2024 to 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Units 4a-4k Airfield Industrial Estate, Hixon, Stafford, ST18 0PF, England.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The accounts have been prepared on a going concern basis assuming the continued support of the directors. Included in creditors is deferred consideration and loan notes in favour of R J Edge, repayable at the rate of £50,000 per month. The group has received assurance that he will not seek repayment under the terms of the agreement until the group can do so without detriment to its cash flow or payment of other creditors. Therefore, the directors believe that the group has adequate resources to continue its current operations and that it remains appropriate to prepare the financial statements on a going concern basis and the financial statements do not include the adjustments that would result if the company was unable to continue as a going concern.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The financial statements consolidate the financial statements of Arena Maestro Limited and all of its subsidiary undertakings.

The results of subsidiaries acquired or disposed of during the period are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Judgements and key sources of estimation uncertainty

Significant judgements The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: Goodwill on acquisition of the subsidiary has been amortised over 10 years, based on the directors' judgement of its expected useful life. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: Impairment of investment in subsidiary in the Statement of Financial Activities of the parent company has been valued by the directors based on their assessment of the value of the subsidiary at the balance sheet date. A certain amount of assumptions and estimation are inherent in carrying out this valuation.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

	Goodwill	-	10% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Long leasehold property	-	10% straight line
Plant and machinery	-	10% straight line
Fixtures and fittings	-	20% straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	Period from
	27 Feb 24 to
	31 Dec 24
	£
Sale of goods	7,079,134
	------------

The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

	Period from
	27 Feb 24 to
	31 Dec 24
	£
United Kingdom	850,226
Overseas	6,228,908
	------------
	7,079,134
	------------

5. Operating profit

Operating profit or loss is stated after charging/crediting:

	Period from
	27 Feb 24 to
	31 Dec 24
	£
Amortisation of intangible assets	437,430
Depreciation of tangible assets	52,114

Impairment of tangible assets recognised in:

	Cost of sales	27,979
	Administrative expenses	6,180
Impairment of trade debtors		(17,064)
Operating lease rentals		17,712
Foreign exchange differences		15,976
Operating lease rentals- land and buildings		334,765
		---------

6. Auditor's remuneration

	Period from
	27 Feb 24 to
	31 Dec 24
	£
Fees payable for the audit of the financial statements	12,000
	--------

7. Staff costs

The average number of persons employed by the group during the period, including the directors, amounted to:

	31 Dec 24
	No.
Production staff	94
Administrative staff	10
	----
	104
	----

The aggregate payroll costs incurred during the period, relating to the above, were:

	Period from
	27 Feb 24 to
	31 Dec 24
	£
Wages and salaries	1,719,380
Social security costs	155,479
Other pension costs	48,178
	------------
	1,923,037
	------------

8. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	Period from
	27 Feb 24 to
	31 Dec 24
	£
Remuneration	159,837
Company contributions to defined contribution pension plans	4,166
	---------
	164,003
	---------

The number of directors who accrued benefits under company pension plans was as follows:

	31 Dec 24
	No.
Defined contribution plans	3
	----

9. Other interest receivable and similar income

	Period from
	27 Feb 24 to
	31 Dec 24
	£
Interest on cash and cash equivalents	15,182
Corporation tax repayment interest	6,515
	--------
	21,697
	--------

10. Tax on profit

Major components of tax expense

	Period from
	27 Feb 24 to
	31 Dec 24
	£

Current tax:

UK current tax income	104,706
Adjustments in respect of prior periods	7,574
	---------
Total current tax	112,280
	---------

Deferred tax:

Origination and reversal of timing differences	( 5,099)
	---------
Tax on profit	107,181
	---------

Reconciliation of tax expense

The tax assessed on the loss on ordinary activities for the period is higher than the standard rate of corporation tax in the UK of 25 %.

	Period from
	27 Feb 24 to
	31 Dec 24
	£
Loss on ordinary activities before taxation	( 47,508)
	--------
Loss on ordinary activities by rate of tax	97,305
Adjustment to tax charge in respect of prior periods	4,802
Effect of expenses not deductible for tax purposes	2,750
Effect of capital allowances and depreciation	2,324
	---------
Tax on profit	107,181
	---------

11. Intangible assets

Group	Goodwill
	£
Cost
At 27 February 2024	–
Additions	7,159,730
	------------
At 31 December 2024	7,159,730
	------------
Amortisation
At 27 February 2024	–
Charge for the period	437,430
	------------
At 31 December 2024	437,430
	------------
Carrying amount
At 31 December 2024	6,722,300
	------------

The company has no intangible assets.

12. Tangible assets

Group	Long leasehold property	Plant and machinery	Fixtures and fittings	Motor vehicles	Total
	£	£	£	£	£
Cost
At 27 February 2024	–	–	–	–	–
Additions	72,251	76,552	16,064	–	164,867
Acquisitions through business combinations	12,224	291,553	16,991	927	321,695
	--------	---------	--------	----	---------
At 31 December 2024	84,475	368,105	33,055	927	486,562
	--------	---------	--------	----	---------
Depreciation
At 27 February 2024	–	–	–	–	–
Charge for the period	8,125	39,094	4,895	–	52,114
Impairment losses	–	27,979	5,253	927	34,159
	--------	---------	--------	----	---------
At 31 December 2024	8,125	67,073	10,148	927	86,273
	--------	---------	--------	----	---------
Carrying amount
At 31 December 2024	76,350	301,032	22,907	–	400,289
	--------	---------	--------	----	---------

The company has no tangible assets.

13. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 27 February 2024	–
Additions	12,060,206
	-------------
At 31 December 2024	12,060,206
	-------------
Impairment
At 27 February 2024	–
Impairment losses	3,000,000
	-------------
At 31 December 2024	3,000,000
	-------------

Carrying amount
At 31 December 2024	9,060,206
	-------------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Registered office	Class of share	Percentage of shares held
Subsidiary undertakings
Sandmaster (UK) Holdings Limited	Registered office as per Arena Maestro Limited	Ordinary	100

14. Stocks

	Group	Company
	31 Dec 24	31 Dec 24
	£	£
Raw materials and consumables	807,728	–
Work in progress	224,408	–
Finished goods and goods for resale	493,602	–
	------------	----
	1,525,738	–
	------------	----

15. Debtors

	Group	Company
	31 Dec 24	31 Dec 24
	£	£
Trade debtors	1,441,283	–
Prepayments and accrued income	316,361	–
Other debtors	68,046	800
	------------	----
	1,825,690	800
	------------	----

Included in debtors are trade debtors of £1,106,140 subject to a factoring agreement. The corresponding amount due to factors of £560,412 is included in creditors due within one year.

16. Creditors: amounts falling due within one year

	Group	Company
	31 Dec 24	31 Dec 24
	£	£
Trade creditors	1,094,080	–
Amounts owed to group undertakings	–	60,006
Accruals and deferred income	100,781	–
Corporation tax	19,878	–
Social security and other taxes	55,488	–
Director loan accounts	22,493	–
Other creditors	626,005	–
Deferred consideration	600,000	600,000
	------------	---------
	2,518,725	660,006
	------------	---------

Included in other creditors is £560,412 due to RBS Invoice Finance Limited. This amount is secured by way of a fixed and floating charge over the assets of Sandmaster (UK) Holdings Limited. The deferred consideration is secured by way of a charge over the assets of the group in favour of R J Edge.

17. Creditors: amounts falling due after more than one year

	Group	Company
	31 Dec 24	31 Dec 24
	£	£
Loan notes	4,000,000	4,000,000
Deferred consideration	4,125,000	4,125,000
	------------	------------
	8,125,000	8,125,000
	------------	------------

The loan notes are repayable at the rate of a minimum of £50,000 per month commencing after the deferred consideration has been paid in full. The deferred consideration and loan notes are secured by way of a charge over the assets of the group in favour of R J Edge.

18. Provisions

Group	Deferred tax (note 19)
	£
At 27 February 2024	–
Charge against provision	( 5,099)
Other movements 1	87,861
	--------
At 31 December 2024	82,762
	--------

The company does not have any provisions.

19. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group	Company
	31 Dec 24	31 Dec 24
	£	£
Included in provisions (note 18)	82,762	–
	--------	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group	Company
	31 Dec 24	31 Dec 24
	£	£
Accelerated capital allowances	82,762	–
	--------	----

20. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 44,012 .

21. Called up share capital

Issued, called up and fully paid

		31 Dec 24
	No.	£
A Ordinary shares shares of £ 1 each	800	800
B Ordinary shares shares of £ 1 each	200	200
	-------	-------
	1,000	1,000
	-------	-------

On incorporation 800 Ordinary shares were issued at par. On 23rd May 2024, the Ordinary shares were reclassified as A Ordinary shares and a further 200 B Ordinary shares were issued at par. The A Ordinary and B Ordinary shares all carry the same rights.

22. Analysis of changes in net debt

	At 27 Feb 2024	Cash flows	At 31 Dec 2024
	£	£	£
Cash at bank and in hand	–	98,781	98,781
Debt due within one year	–	(22,493)	(22,493)
	----	--------	--------
	–	76,288	76,288
	----	--------	--------

Arena Maestro Limited

Notes to the Financial Statements (continued)

Period from 27 February 2024 to 31 December 2024

23. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	Group	Company
	31 Dec 24	31 Dec 24
	£	£
Not later than 1 year	18,581	–
Later than 1 year and not later than 5 years	111,800	–
Later than 5 years	5,950,000	–
	------------	----
	5,819,619	–
	------------	----

24. Directors' advances, credits and guarantees

During the period the directors entered into the following advances and credits with the company and its subsidiary undertakings:

	31 Dec 24
	Balance brought forward	Advances/ (credits) to the directors	Balance outstanding
	£	£	£
Mr R J Edge	–	( 22,493)	( 22,493)
	----	--------	--------

25. Related party transactions

Group

At the balance sheet date there was deferred consideration due to R J Edge of £600,000 included in creditors due within one year and £4,125,000 included in creditors due after one year. There were also loan notes due to R J Edge of £4,000,000 included in creditors due after one year. The deferred consideration is repayable at a rate of £50,000 per month. The loan notes are repayable at a rate of a minimum of £50,000 per month once the deferred consideration has been paid, The deferred consideration and loan notes are secured by way of a charge over the assets of the group. R J Edge has a controlling interest in Envirostik Holdings (UK) Limited. At the balance sheet date there was an amount of £32,863 due to this company.

26. Controlling party

The company is controlled by the directors who together with family interests hold 100% of the issued share capital.