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Company No: 12270209 (England and Wales)

NAES POWER SOLUTIONS LIMITED

Annual Report and Financial Statements
For the financial year ended 31 March 2025

NAES POWER SOLUTIONS LIMITED

Annual Report and Financial Statements

For the financial year ended 31 March 2025

Contents

NAES POWER SOLUTIONS LIMITED

COMPANY INFORMATION

For the financial year ended 31 March 2025
NAES POWER SOLUTIONS LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 31 March 2025
DIRECTORS Robert Gillies
Charlie Hoock
REGISTERED OFFICE Regus Fort Dunlop Office 111
Fort Parkway
Birmingham
B24 9FE
United Kingdom
COMPANY NUMBER 12270209 (England and Wales)
AUDITOR Hall Morrice LLP
Statutory Auditor
6 & 7 Queens Terrace
Aberdeen
AB10 1XL
United Kingdom
BANKERS Wells Fargo Bank, N.A
London Branch
Level 8
33 King William Street
London
EC4R 9AT
NAES POWER SOLUTIONS LIMITED

STRATEGIC REPORT

For the financial year ended 31 March 2025
NAES POWER SOLUTIONS LIMITED

STRATEGIC REPORT (continued)

For the financial year ended 31 March 2025

The directors present their Strategic Report for the financial year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the NAES Power Solutions Limited during the year was operation and maintenance of power plants across several sites in the UK.

BUSINESS MODEL

Most of the operation and maintenance expenses are passed through to the client without any margin. The company is entitled to receive a fixed management fee and an incentive fee based on performance.

BUSINESS REVIEW

Turnover for the financial year amounted to £12,734,036 (2024: £10,751,775) driven primarily by higher reimbursable expenses compared to previous year, which were billed to the customer as part of the contractual agreements.

The company earned a profit after taxation totalling £456,472 (2024: £417,089) driven mainly from management fees and incentive fees, which are indexed annually in accordance with contractual agreements.

The net current asset position of the company as at the financial year end amounted to £1,352,988 (2024: net current asset £896,516). The variance compared to 2024 was mainly related to a reduction in headquarter invoices outstanding at the year end.

PRINCIPAL RISKS AND UNCERTAINTIES

The company maintains strong client relationships across the globe, which help mitigate potential commercial risks.

Demand for the company’s services remains robust, and the directors believe it is well positioned within this market.

Operational staffing risks are managed through workforce planning, ongoing training and competitive benefits aligned with labour market conditions. The workforce represents a key asset of the business and appropriate measures are in place to protect and retain the talent.

Cashflow and credit control are monitored actively, via close oversight and regular communications with the clients, ensuring timely and efficient management of the company’s financial position.

The directors consider the company’s risk management processes to be appropriate given its size and nature, operations, and overall risk profile.

The company has maintained a very stable and continuous operation since starting the business in mid of 2020 and current indicators show that this stability will continue. There is no sign of a reduction in profitability or liquidity concern. NAES Corporation will keep analysing new opportunities in the UK market, supporting the conclusion that the overall risk is low.

FUTURE DEVELOPMENTS

The directors expect the general level of activity to remain consistent with 2025 during the forthcoming financial year. The expectation is supported by a solid contractual base, and no significant events or changes are anticipated that materially impact the business in the UK.

Approved by the Board of Directors and signed on its behalf by:

Robert Gillies
Director

24 December 2025

NAES POWER SOLUTIONS LIMITED

DIRECTORS' REPORT

For the financial year ended 31 March 2025
NAES POWER SOLUTIONS LIMITED

DIRECTORS' REPORT (continued)

For the financial year ended 31 March 2025

The directors present their annual report on the affairs of the company, together with the financial statements and auditors’ report, for the financial year ended 31 March 2025.

GOING CONCERN

The directors have prepared the financial statements on the going concern basis. Further details are provided in the notes to the financial statements.

DIVIDENDS

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

DIRECTORS

The directors, who served during the financial year and to the date of this report except as noted, were as follows:

Robert Gillies
Charlie Hoock

AUDITOR

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

* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

* The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.


This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.


Hall Morrice LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.



Approved by the Board of Directors and signed on its behalf by:

Robert Gillies
Director

24 December 2025

NAES POWER SOLUTIONS LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

For the financial year ended 31 March 2025
NAES POWER SOLUTIONS LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT (continued)

For the financial year ended 31 March 2025

The directors are responsible for preparing the annual 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), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that financial 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
* 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. The directors 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.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NAES POWER SOLUTIONS LIMITED

For the financial year ended 31 March 2025

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NAES POWER SOLUTIONS LIMITED (continued)

For the financial year ended 31 March 2025

Opinion

We have audited the financial statements of NAES Power Solutions Limited for the financial year ended 31 March 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the accounting policies, and the related notes 1 to 13, 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 of NAES Power Solutions Limited (the ‘company’):
* Give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; 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)). 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information


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

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
* The information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The Strategic Report and Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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 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.

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 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.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

In identifying and assessing the risk of material misstatement due to non-compliance with laws and regulations we have:

* Ensured that the engagement team had the appropriate competence, capabilities and skills to identify or recognise non-compliance with laws and regulations;
* Identified the laws and regulations applicable to the entity through discussions with directors and management and through our own knowledge of the sector;
* Focused on the specific laws and regulations we consider may have a direct effect on the financial statements, including FRS 102, the Companies Act 2006 and tax compliance regulations;
* Focused on the specific laws and regulations we consider may have an indirect effect on the financial statements that are central to the entity's ability to trade including those relating to health and safety employment law;
* Reviewed the financial statement disclosures and tested to supporting documentation to assess compliance with applicable laws and regulations;
* Made enquiries of management; and
* Ensured the engagement team remained alert to instances of non-compliance throughout the audit.

In identifying and assessing the risk of material misstatement due to irregularities, including fraud and how it may occur, and the potential for management bias and the override of controls we have:

* Obtained an understanding of the entity's operations, including the nature of its revenue sources and of its objectives and strategies, to understand the classes of transactions, account balances, expected financial disclosures and business risks that may result in risk of material misstatement;
* Obtained an understanding of the internal controls in place to mitigate risks of irregularities, including fraud;
* Vouched balances and reconciling items in key control account reconciliations to supporting documentation;
* Carried out detailed testing, on a sample basis, to verify the completeness, occurrence, existence and accuracy of transactions and balances;
* Carried out detailed testing to verify the completeness, occurrence, validity, existence and accuracy of income including cut-off testing and ensuring income recognition is in line with stated accounting policies;
* Made enquiries of management as to where they consider there was a susceptibility to fraud, and their knowledge of any actual, suspected or alleged fraud;
* Tested journal entries to identify any unusual transactions;
* Performed analytical procedures to identify any significant or unusual transactions;
* Investigated the business rationale behind any significant or unusual transactions; and
* Evaluated the appropriateness of accounting policies and the reasonableness of accounting estimates.

We did not identify any matters relating to non-compliance with laws and regulations, or relating to fraud.

Because of the inherent limitations of an audit, there is an unavoidable risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk of not detecting a material misstatement due to fraud is inherently more difficult than detecting those that result from error as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. In addition, the further removed any non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Louise Smith (Senior Statutory Auditor)
For and on behalf of
Hall Morrice LLP
Statutory Auditor

6 & 7 Queens Terrace
Aberdeen
AB10 1XL
United Kingdom

24 December 2025

NAES POWER SOLUTIONS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

For the financial year ended 31 March 2025
NAES POWER SOLUTIONS LIMITED

STATEMENT OF COMPREHENSIVE INCOME (continued)

For the financial year ended 31 March 2025
Note 2025 2024
£ £
Turnover 3 12,734,036 10,751,775
Cost of sales ( 12,145,321) ( 10,200,030)
Gross profit 588,715 551,745
Administrative expenses ( 26,763) ( 60,332)
Other operating income 1,449 50,368
Operating profit 563,401 541,781
Interest receivable and similar income 4 52,116 29,799
Interest payable and similar expenses 4 ( 6,137) ( 1,790)
Profit before taxation 5 609,380 569,790
Tax on profit 8 ( 152,908) ( 152,701)
Profit for the financial year 456,472 417,089
Other comprehensive income 0 0
Total comprehensive income 456,472 417,089

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

NAES POWER SOLUTIONS LIMITED

BALANCE SHEET

As at 31 March 2025
NAES POWER SOLUTIONS LIMITED

BALANCE SHEET (continued)

As at 31 March 2025
Note 2025 2024
£ £
Current assets
Debtors 9 2,370,585 1,217,333
Cash at bank and in hand 557,756 2,117,291
2,928,341 3,334,624
Creditors: amounts falling due within one year 10 ( 1,575,353) ( 2,438,108)
Net current assets 1,352,988 896,516
Total assets less current liabilities 1,352,988 896,516
Net assets 1,352,988 896,516
Capital and reserves 11
Called-up share capital 1,000 1,000
Profit and loss account 1,351,988 895,516
Total shareholder's funds 1,352,988 896,516

The financial statements of NAES Power Solutions Limited (registered number: 12270209) were approved and authorised for issue by the Board of Directors on 24 December 2025. They were signed on its behalf by:

Robert Gillies
Director
NAES POWER SOLUTIONS LIMITED

STATEMENT OF CHANGES IN EQUITY

For the financial year ended 31 March 2025
NAES POWER SOLUTIONS LIMITED

STATEMENT OF CHANGES IN EQUITY (continued)

For the financial year ended 31 March 2025
Called-up share capital Profit and loss account Total
£ £ £
At 01 April 2023 1,000 478,427 479,427
Profit for the financial year 0 417,089 417,089
Total comprehensive income 0 417,089 417,089
At 31 March 2024 1,000 895,516 896,516
At 01 April 2024 1,000 895,516 896,516
Profit for the financial year 0 456,472 456,472
Total comprehensive income 0 456,472 456,472
At 31 March 2025 1,000 1,351,988 1,352,988
NAES POWER SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2025
NAES POWER SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2025
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

NAES Power Solutions Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is Regus Fort Dunlop Office 111, Fort Parkway, Birmingham, B24 9FE, United Kingdom.

The principal activities are set out in the Strategic Report.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

NAES Power Solutions Limited is a 100% subsidiary of NAES Corporation and the results of NAES Power Solutions Limited are included in the consolidated financial statements of ITOCHU Corporation (TSE) which are available on the ITOCHU Corporation website.

The company is a qualifying entity for the purposes of FRS 102. Accordingly, it has taken advantage of the following disclosure exemptions available under Section 1 of FRS 102:

*the requirement to prepare a statement of cash flows (paragraph 1.12(b));
*certain financial instrument disclosures required under Sections 11 and 12 (paragraph 1.12(c));
*the requirement to disclose a reconciliation of the number of shares outstanding at the beginning and end of the period (paragraph 1.12(a));
*the requirement to disclose key management personnel compensation in total (paragraph 1.12(e)).

In addition, in accordance with paragraph 33.1A, the company has not disclosed transactions entered into between members of a group where any subsidiary party to the transaction is wholly owned by a member of that group.

Equivalent disclosures (where required) are included in the publicly available consolidated financial statements of ITOCHU Corporation.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least twelve months from the date of signing the financial statements. Thus the directors have continued to adopt the going concern basis of accounting in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Comprehensive Income in the period in which they arise except for:
* exchange differences on transactions entered into to hedge certain foreign currency risks (see above); and
* exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts and settlement discounts.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Employee benefits

Short term benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Balance Sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

When the amount that can be deducted for tax for an asset that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax.

Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the company is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment is measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to the sale of the asset.

Where items recognised in the Statement of Comprehensive Income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.

Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset only if: a) the company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the company and the company intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Impairment of assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
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 profit or loss.

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 profit or loss.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include 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 derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, 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.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

Equity instruments
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 financial year in which the estimate is revised if the revision affects only that financial year, or in the financial year of the revision and future financial years if the revision affects both current and future financial years.

The directors do not consider that any critical judgements have been made in the application of the company's accounting policies and no key sources of estimation uncertainty have been identified that have a significant risk of causing a material misstatement to the carrying amount of assets and liabilities within the financial year.

3. Turnover

Turnover represents the fair value of goods/services provided to customers during the financial year excluding value added tax.

Breakdown by business class

An analysis of the company's turnover by class of business is set out below.

2025 2024
£ £
Sales 12,734,036 10,751,775

Turnover is wholly attributable to the principal activity of the company and arises solely within the United Kingdom.

4. Interest receivable and interest payable

2025 2024
£ £
Interest receivable and similar income 52,116 29,799
Interest payable and similar expenses ( 6,137) ( 1,790)
45,979 28,009

5. Profit before taxation

Profit before taxation is stated after charging/(crediting):

2025 2024
£ £
Foreign exchange gains ( 1,449) ( 50,368)
Fees payable to the company's auditor for the audit of the company's financial statements 18,000 16,800

6. Staff number and costs

2025 2024
Number Number
The average monthly number of employees (including directors) was:
Directors 2 3
Operations 115 101
117 104

Their aggregate remuneration comprised:

2025 2024
£ £
Wages and salaries 9,364,968 7,412,431
Social security costs 919,281 866,341
Other retirement benefit costs (note 12) 1,271,135 1,042,398
11,555,384 9,321,170

7. Directors' remuneration

2025 2024
£ £
Directors' emoluments 152,716 152,640
Company contributions to money purchase pension schemes 26,929 25,894
179,645 178,534

8. Tax on profit

2025 2024
£ £
Current tax on profit
UK corporation tax 152,908 152,701
Total current tax 152,908 152,701
Total tax on profit 152,908 152,701
Tax reconciliation

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

2025 2024
£ £
Profit before taxation 609,380 569,790
Tax on profit at standard UK corporation tax rate of 25% (2024: 25%) 152,345 142,448
Effects of:
Expenses not deductible for tax purposes 0 447
Change in unrecognised deferred tax assets 563 9,806
Total tax charge for year 152,908 152,701

Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2023 (on 10 January 2023). These changes included an increase in the main rate to 25% from April 2023. Deferred taxes at the balance sheet date, in relation to UK companies, are measured using tax rates enacted as at the balance sheet date (25%).

9. Debtors

2025 2024
£ £
Trade debtors 1,626,482 1,084,379
Witholding tax 7,774 0
Accrued income 736,329 132,954
2,370,585 1,217,333

10. Creditors: amounts falling due within one year

2025 2024
£ £
Trade creditors 7,346 5,316
Amounts owed to group undertakings 100,104 1,237,397
Corporation tax 83,533 74,901
Other taxation and social security 521,309 644,520
Accruals 28,700 411,398
Other creditors 834,361 64,576
1,575,353 2,438,108

11. Called-up share capital and reserves

2025 2024
£ £
Allotted, called-up and fully-paid
1,000 Ordinary shares shares of £ 1.00 each 1,000 1,000
Presented as follows:
Called-up share capital presented as equity 1,000 1,000

The Company's other reserves are as follows:

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

12. Retirement benefit obligations

Defined contribution schemes

The Company operates a defined contribution retirement benefit scheme for all qualifying employees. The total expense charged to profit or loss in the year ended 31 March 2025 was £1,271,135 (2024: £1,042,398). The assets of the scheme are held separately from those of the company in an independently administered fund.

13. Controlling party

The company was controlled throughout the current year and prior year by its immediate parent company, NAES Corporation, a company incorporated in the United States of America.  The ultimate controlling party of NAES Corporation is ITOCHU Corporation (TSE), a company incorporated in Japan.

The largest group in which the financial results of the company will be consolidated is that headed by ITOCHU Corporation (TSE). No other group financial statements include the results of the company. The consolidated financial statements will be available to the public and may be obtained from its website www.itochu.co.jp.