REGISTERED NUMBER: 13951697 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

TAMARACK UK HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Director

6

Report of the Independent Auditors

8

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

19

DIRECTOR:

P N Masucci

REGISTERED OFFICE:

10th Floor, 5 Churchill Place

London

United Kingdom

E14 5HU

REGISTERED NUMBER:

13951697 (England and Wales)

AUDITORS:

ML Audit LLP

Statutory Auditor

Freshford House

Redcliffe Way

Bristol

BS1 6NL

The Director presents his Strategic Report of the Company and the Group for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES

Tamarack UK Holdings Ltd, the "Company", itself is a holding company whose principal activity is the provision of management services to subsidiary entities of Tamarack UK Holdings Ltd Consolidated, the "Group", whose principal activity during the year is providing environmental health and safety and sustainability and product compliance expertise that empowers clients to improve chemical and workplace safety, product safety and stewardship, and supply chain transparency. The Group's revenues are generated internationally in a variety of industries that deal with environmental and ecological compliance. During 2024, the Group continued its focus of European expansion through an acquisition of Quick-FDS. No significant changes to the Group's core business occurred during the year under review.

REVIEW OF BUSINESS

In the face of ongoing economic challenges, including high inflation and rising interest rates that have made business operations more costly, the Group has once again delivered exceptional results while continuing to invest strategically in its future growth. This year, substantial investments were made, with a primary focus on enhancing operational efficiency and productivity through improved effectiveness across our operations. We have also continued to strengthen our team and invest in cutting-edge technology, such as regular updates to our platform.

Sales for the Group increased by £5 million, rising from £46.9 million in 2023 to £51.9 million in 2024. This represents the highest turnover in the Group's history, driven by our expanding global presence and industry-leading customer retention rates.

However, the Group experienced an increase in operating loss, which rose by £0.5 million from £22.6 million in 2023 to £23.2 million in 2024, largely due to the higher amortisation costs of intangible assets and goodwill.

Overall, the Director considers the 2024 EBITDA results to be robust, with particular emphasis on the growth of Subscription Turnover and outstanding customer retention metrics. The Director remains confident that the Company's Subscription Turnover will continue to increase as a result of the investments made in the business.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the execution of the Group's strategy are subject to a number of risks.

Strategic risk

The Group applies clearly defined criteria to identify and make earnings enhancing acquisitions, with strong recurring revenue streams, which are complementary to the Group's existing portfolio. Due diligence appropriate to the size and complexity of the Company, is carried out before any acquisition is made. The Group has extensive experience of integrating acquired businesses and processes.

Concentration of credit risk

The Group has exposure to concentrations of credit risk related to the ability of our counterparties to meet their contractual payment obligations. Credit risk can be negatively impacted by adverse changes in the economy or by disruptions in the credit markets. However, we believe that credit risk with respect to our trade accounts receivable is mitigated by our industry's diverse customer base and historical trends of minimal credit losses.

Foreign exchange risk

The Group distributes and sells internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar and Euro. Foreign exchange risk arises from future commercial transactions and translation of foreign currency denominated monetary assets and liabilities. A sensitivity analysis has not been performed because the Group's exposure to foreign exchange risk is not significant.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group's financial liabilities include its borrowings and trade and other payables. Responsibility for monitoring liquidity risk and for ensuring that the Group is adequately funded lies with the parent company's Board of Directors, of which the Director is included, and management of each subsidiary entity.

People risk

A comprehensive vetting and recruitment process exists. There is continual development of employees through objective setting and regular appraisals. Key employees are incentivised via bonus plans and share schemes.

Financial reporting

Detailed management information is circulated monthly and reviewed by management and the Board of Directors.

Project delivery

The Group has proven procedure and policies for project delivery and regularly measures and reviews project progress.

Systems failure

The Group's security is proactive with advanced monitoring, prevention and testing. Cyber security awareness is a key part of our training, including practical examples and testing to assess the effectiveness of our cyber security culture.

SECTION 172(1) STATEMENT

Section 172 of the Companies Act 2006 requires a Director of a Company or Group to act in the way he or she considers, in good faith, and would be most likely to promote the success of the Group for the benefit of its members as a whole. In doing this, section 172 requires the Director to have regard, among other matters, to: the likely consequences of any decision in the long term; the interests of the Group's employees; the need to foster the Group's business relationships with suppliers, clients, joint arrangement partners and others; the impact of the Group's operations on the community and the environment; the desirability of the Group maintaining a reputation for high standards of business conduct; and the need to act fairly with members of the Group.

The Director gives careful consideration to the factors set out above in discharging his duties under section 172. The stakeholders we consider in this regard are the people who work for us, our customers and those in the supply chain with whom we engage, our owners, regulatory bodies and those that live in the societies within which we operate. The Director recognises that building strong relationships with our stakeholders will help us to deliver our strategy in line with our long-term values and operate the business in a sustainable way. We are committed to doing business responsibly and thinking for the long term.

The Director regularly receives reports from management on issues concerning customers, the environment, suppliers, employees and other stakeholders which it takes into account in its discussions and in its decision-making process under section 172.

Employees

The Director receives monthly updates on various staff metrics. The Director is committed to promoting a healthy workforce with a focus on mental health and wellbeing, developing a culture of inclusion, ensuring training and development opportunities are provided and keeping staff informed of key issues through our communications network. We look to attract and retain staff via our recruitment and development strategies.

The Group encourage a culture of great communication and engagement. In addition to our annual employee survey, we perform regular employee feedback sessions, produce a quarterly newsletter and hold regular Town Hall meetings to keep employees informed about our strategy and performance, and encourage questions and feedback. Our managers also hold regular team and individual meetings providing further opportunities to give and receive feedback in regular performance and development planning meetings.

Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Group continues, and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Customers and suppliers

The Director and senior management commit considerable time, effort and resources into understanding and responding to the needs of our customers and suppliers with a view to fostering long-term mutually beneficial partnerships. Continuous growth is not achieved without focus on maintaining a reputation for excellence with both customers and suppliers. Recent advancements are utilising technology through virtual meetings, providing thought leadership, and analysing data to improve performance. We are focused on pushing innovation and excellence to drive growth and efficiencies with our customers and suppliers.

Business conduct

Consideration of the Group's stakeholder engagement is intrinsically linked to the wider group strategy. Decisions made by the Director consider the Group's strategic goals, seeking to maintain high standards of business conduct, with due regard to relevant policies, frameworks and business conduct.

Health and safety

The Group is committed to safeguarding the health and safety and welfare of all its employees, and to maintaining safe working conditions. The Board of Directors meet on a regular basis to assess risks and ensure actions are taken to ensure safe working conditions are maintained for employees, visitors and contractors.

Decision in the long term

The Director understands the business and the wider environment in which the Group operates. The strategy of the Group is to strengthen its position as a leading provider of environmental health, safety and sustainability.

Corporate governance

The Group promotes the highest standards of corporate governance and ensures that these standards cascade throughout the Group and its Subsidiaries. Guiding principles are in place for the relationship between the Group board and the boards of the Group's Subsidiaries. This framework promotes full and effective interaction across all levels of the Group to support the delivery of strategy and business objectives within a framework of best corporate governance practice.

FINANCIAL KEY PERFORMANCE INDICATORS

The key performance indicators in the Group's financial performance are evaluated internally based on comparison to annual budgets, which are developed by senior management and approved by the Board of Directors. Key performance indicators include Subscription Turnover growth and EBITDA.

Subscription Turnover and EBITDA

The Group reviews Subscription Turnover growth and EBITDA performance on a monthly basis, as they are effective measures of operational performance as well as the basis for debt covenant calculations. Improvement compared to the prior year was driven by revenue growth and strong retention rates of our customers. The Director was satisfied with the results.

Other key performance indicators

Our subscription renewal rate continues to perform above market averages.

The Director recognises that employees are a key factor in the strength of the Group and would like to thank them for their continued efforts during the year.

Financial Performance and Key Developments

The consolidated financial statements for 2024 reflect a year of strategic investment. Key focus areas included:

- Ongoing integration of acquired European entities

- Investment in AI capabilities and ensuring interoperability across the Group's product and data offerings

- Continued investment in operational excellence across supporting functions to enhance scalability and long-term efficiencies

Turnover for the year ended 31 December 2024 was £51.9M, an increase of 10.7 % from £46.9M in the prior year. Growth was driven by a £5.0M increase in subscription revenue.

Gross margin improved to 84.9% (2023: 83.1%), primarily due to a decrease in cost of sales. EBITDA for the year was £4.9M (2023: £5.3m), impacted by one-time integration costs.

Cash at year-end stood at £7.3M, compared to £4.9M in 2023. The Group remains well-capitalized with adequate liquidity to meet its obligations.

KEY PERFORMANCE INDICATORS (KPIS)

The directors use a combination of financial and operational KPIs to assess Group performance. The primary financial KPIs monitored include:

KPI

2024 (£   s)

2023 (£   s)

Change

Turnover

51,918

46,889

10.7%

Subscription turnover

42,114

37,108

13.5%

EBITDA

4,938

5,286

-6.6%

EBITDA Margin %

9.5%

11.3%

-15.6%

Non-financial KPIs include:

- Customer retention performance

- Employee retention and engagement indicators

- Data quality measures

Outlook

The Group is positioned for continued growth in 2025, with plans to:

- Completing the integration of acquired European entities

- Advancing the integration and bundling of offerings, with an emphasis on AI-enabled capabilities

- Continuing the transformation of technology and operational workflows within supporting functions

Continued focus will be placed on delivering interoperable solutions for customers, enhancing customer support, and leveraging optimized technologies and workflows for supporting functions.

ON BEHALF OF THE BOARD:

P N Masucci - Director

30 December 2025

The Director presents his report with the financial statements of the Company and the Group for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

RESEARCH AND DEVELOPMENT

The Group engages in research and development activities on behalf of the parent. During the year the Group had £3.3m expenses on research and development (2023 : £2.4m).

FUTURE DEVELOPMENTS

The Director does not otherwise intend to significantly change the activities of the Company or Group.

DIRECTOR

P N Masucci held office during the whole of the period from 1 January 2024 to the date of this report.

FINANCIAL INSTRUMENTS

Management has considered its exposure to the following risks and does not consider the Group to have significant exposures in respect of these risks.

Market risk is the risk that the fair value of future cash flow of a financial instrument will fluctuate because of changes in market prices. Market price risk includes interest rate risk, currency risk and liquidity risk.

Interest rate risk is the risk that the future cash flow of a financial instrument will fluctuate because of changes in interest rates. Management does not consider this to be a significant risk to the Group. Exposure to interest rate risk is monitored on an ongoing basis and interest on the group's material debt is at a fixed rate of interest.

The Group's principal financial assets include cash, trade & other debtors and amounts due from affiliates. The credit risk associated with cash is limited. There is also limited risk with amounts due from group undertakings.

Currency risk is the risk that the fair value of the future cash flow of a financial instrument will fluctuate because of changes in foreign exchange rates. All Group's assets and liabilities are denominated in respective functional currencies of the subsidiaries. All the Group's revenue generated during the year was also denominated in respective functional currencies of the subsidiaries. Therefore, there is minimal currency risk in the Group. Exposure to currency risk is monitored on an ongoing basis.

POLITICAL DONATIONS AND EXPENDITURE

There were no political donations made during the year (2023: NIL).

GOING CONCERN

The Director has a reasonable expectation that the Group will have adequate resources available to it to allow it to continue for the foreseeable future (being at least 12 months following the approval of these financial statements) and therefore the financial statements have been prepared on a going concern basis. In drawing this conclusion, the Director has considered the funding made available by the ultimate parent company and has gained assurance that the parent would be willing and able to provide support if necessary.

DISCLOSURE IN THE STRATEGIC REPORT

The business review, principal risks and uncertainties and financial key performance indicators are not included in the Director's Report as they are covered in the Group Strategic Report as required under s414C of the Companies Act 2006.

The Group is exempt from reporting under Sch 7 20A(1) & (2) and Sch7 20B & 20C due to SECR classification as low due to annual energy use less than 40 kWh. None of the subsidiary companies are captured by the SECR reporting requirement.

DIRECTOR'S RESPONSIBILITIES STATEMENT

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

Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has 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 Director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Director is required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, ML Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P N Masucci - Director

30 December 2025

Opinion

We have audited the financial statements of Tamarack UK Holdings Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement set out on page seven, the director is 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 director determines necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks or irregularities, including known and actual, suspected or alleged instances of fraud;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

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.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Guy Armitage-Norton (Senior Statutory Auditor)

for and on behalf of ML Audit LLP

Statutory Auditor

Freshford House

Redcliffe Way

Bristol

BS1 6NL

31 December 2025

TURNOVER

3

51,918,363

46,889,629

Cost of sales

7,851,463

7,912,043

GROSS PROFIT

44,066,900

38,977,586

Administrative expenses

67,254,675

61,619,400

OPERATING LOSS

5

(23,187,775

)

(22,641,814

)

Interest receivable and similar income

-

20

(23,187,775

)

(22,641,794

)

Interest payable and similar expenses

6

9,529,131

9,287,890

LOSS BEFORE TAXATION

(32,716,906

)

(31,929,684

)

Tax on loss

7

(7,932,863

)

(8,701,937

)

LOSS FOR THE FINANCIAL YEAR

(24,784,043

)

(23,227,747

)

Loss attributable to:

Owners of the parent

(24,784,043

)

(23,227,747

)

LOSS FOR THE YEAR

(24,784,043

)

(23,227,747

)

OTHER COMPREHENSIVE INCOME

Currency retranslation

(1,656,810

)

(1,651,418

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(1,656,810

)

(1,651,418

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(26,440,853

)

(24,879,165

)

Total comprehensive income attributable to:

Owners of the parent

(26,440,853

)

(24,879,165

)

FIXED ASSETS

Intangible assets

9

233,188,955

259,686,240

Tangible assets

10

1,793,135

2,022,463

Investments

11

-

-

234,982,090

261,708,703

CURRENT ASSETS

Debtors

12

17,653,249

41,980,042

Cash at bank

7,268,128

4,925,693

24,921,377

46,905,735

CREDITORS

Amounts falling due within one year

13

46,593,380

71,138,439

NET CURRENT LIABILITIES

(21,672,003

)

(24,232,704

)

TOTAL ASSETS LESS CURRENT LIABILITIES

213,310,087

237,475,999

CREDITORS

Amounts falling due after more than one year

14

(149,577,710

)

(147,015,694

)

PROVISIONS FOR LIABILITIES

17

(25,484,639

)

(32,818,815

)

NET ASSETS

38,247,738

57,641,490

CAPITAL AND RESERVES

Called up share capital

18

1

1

Capital contribution reserve

19

93,609,324

87,416,998

Foreign currency translation

reserve

19

1,911,440

3,599,944

Retained earnings

19

(57,273,027

)

(33,375,453

)

SHAREHOLDERS' FUNDS

38,247,738

57,641,490

The financial statements were approved by the director and authorised for issue on 30 December 2025 and were signed by:

P N Masucci - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

93,627,880

87,861,141

93,627,880

87,861,141

CURRENT ASSETS

Debtors

12

23,143

-

Cash at bank

1,350

-

24,493

-

CREDITORS

Amounts falling due within one year

13

258,628

449,740

NET CURRENT LIABILITIES

(234,135

)

(449,740

)

TOTAL ASSETS LESS CURRENT LIABILITIES

93,393,745

87,411,401

CREDITORS

Amounts falling due after more than one year

14

8,311

-

NET ASSETS

93,385,434

87,411,401

CAPITAL AND RESERVES

Called up share capital

18

1

1

Capital contribution reserve

19

93,609,324

87,416,998

Retained earnings

19

(223,891

)

(5,598

)

SHAREHOLDERS' FUNDS

93,385,434

87,411,401

Company's loss for the financial year

(218,293

)

(5,598

)

The financial statements were approved by the director and authorised for issue on 30 December 2025 and were signed by:

P N Masucci - Director

Foreign

Called up

Capital

currency

share

Retained

contribution

translation

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

1

(10,147,706

)

87,416,998

5,251,362

82,520,655

Changes in equity

Deficit for the year

-

(23,227,747

)

-

-

(23,227,747

)

Foreign currency translation

-

-

-

(1,651,418

)

(1,651,418

)

Total comprehensive income

-

(23,227,747

)

-

(1,651,418

)

(24,879,165

)

Balance at 31 December 2023

1

(33,375,453

)

87,416,998

3,599,944

57,641,490

Changes in equity

Deficit for the year

-

(24,784,043

)

-

-

(24,784,043

)

Other comprehensive income

-

886,469

-

(1,688,504

)

(802,035

)

Total comprehensive income

-

(23,897,574

)

-

(1,688,504

)

(25,586,078

)

Capital contribution

-

-

6,192,326

-

6,192,326

Balance at 31 December 2024

1

(57,273,027

)

93,609,324

1,911,440

38,247,738

Called up

Capital

share

Retained

contribution

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

1

-

87,416,998

87,416,999

Changes in equity

Deficit for the year

-

(5,598

)

-

(5,598

)

Total comprehensive income

-

(5,598

)

-

(5,598

)

Balance at 31 December 2023

1

(5,598

)

87,416,998

87,411,401

Changes in equity

Deficit for the year

-

(218,293

)

-

(218,293

)

Total comprehensive income

-

(218,293

)

-

(218,293

)

Capital contribution

-

-

6,192,326

6,192,326

Balance at 31 December 2024

1

(223,891

)

93,609,324

93,385,434

Cash flows from operating activities

Cash generated from operations

1

11,949,462

(2,373,455

)

Net cash from operating activities

11,949,462

(2,373,455

)

Cash flows from investing activities

Purchase of subsidiary undertakings

(12,307,231

)

(1,739,604

)

Capital expenditure

(438,294

)

(703,843

)

Sale of tangible fixed assets

-

14,093

Interest received

-

20

Net cash from investing activities

(12,745,525

)

(2,429,334

)

Cash flows from financing activities

Loan repayments in year

(2,059,810

)

-

Funding and capital contribution

15,120,262

-

Interest

(9,529,131

)

(9,287,890

)

Net cash from financing activities

3,531,321

(9,287,890

)

Increase/(decrease) in cash and cash equivalents

2,735,258

(14,090,679

)

Cash and cash equivalents at beginning of year

2

4,925,693

17,557,059

Effect of foreign exchange rate changes

(392,823

)

1,459,313

Cash and cash equivalents at end of year

2

7,268,128

4,925,693

1.	RECONCILIATION OF LOSS FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss for the financial year

(24,784,043

)

(23,227,747

)

Depreciation charges

372,167

280,777

Profit on disposal of fixed assets

(99,069

)

(14,093

)

Unrealised foreign exchange differences

2,195,826

(1,651,418

)

Amortisation charges

27,392,325

27,416,389

Finance costs

9,529,131

9,287,890

Finance income

-

(20

)

Taxation

(7,932,863

)

(8,701,937

)

6,673,474

3,389,841

Decrease/(increase) in trade and other debtors

24,326,678

(26,498,912

)

(Decrease)/increase in trade and other creditors

(19,050,690

)

20,735,616

Cash generated from operations

11,949,462

(2,373,455

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

7,268,128

4,925,693

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

4,925,693

17,566,338

Bank overdrafts

-

(9,279

)

4,925,693

17,557,059

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

4,925,693

2,342,435

7,268,128

4,925,693

2,342,435

7,268,128

Debt

Finance leases

(1,284,652

)

212,630

(1,072,022

)

Debts falling due within 1 year

(2,671,351

)

2,649,927

(21,424

)

Debts falling due after 1 year

(145,856,470

)

(2,884,073

)

(148,740,543

)

(149,812,473

)

(21,516

)

(149,833,989

)

Total

(144,886,780

)

2,320,919

(142,565,861

)