The directors present the strategic report for the year ended 30 April 2025.

Executive Summary

The year ended 30 April 2025 represents the first full financial year of trading for CHS Group Holdings Limited following the management buy-out of N-Viro Limited completed on 14 December 2023. The year has been focused on stabilising the group structure, servicing acquisition-related obligations and establishing a strong platform for sustainable growth.

The group generated turnover of £22.9m (2024: £8.7m, reflecting a part-year comparator) and delivered an operating profit of £0.9m (2024: £0.3m). Profit for the financial year was £0.5m (2024: £0.1m). The improved performance reflects the underlying strength of the N-Viro operating business, enhanced operational discipline and continued focus on productivity and efficiency.

The group’s purpose-led vision remains making a positive impact on the lives and communities we operate in by supporting our partners in creating clean, hygienic and safe working environments for building users to thrive. This is delivered through a clear strategic framework centred on Great People, Great Clients and Great Environments, supported by strong governance and responsible capital management.

Group Financial Performance Overview

For the year ended 30 April 2025, group turnover was £22.9m (2024: £8.7m). Gross profit amounted to £6.5m (2024: £2.5m), with gross margins reflecting continued benefits from operational efficiencies, reduced reliance on subcontracted labour and effective deployment of equipment and technology.

Administrative expenses increased in absolute terms compared with the prior period, reflecting a full year of group operations, amortisation of goodwill arising on acquisition and appropriate investment in group infrastructure. Operating profit increased to £0.9m (2024: £0.3m).

Profit after tax for the year was £0.5m (2024: £0.1m). Net assets increased to £0.6m (2024: £0.1m), strengthening the group balance sheet while continuing to meet deferred consideration and financing obligations arising from the acquisition.

Strategy and Business Model

CHS Group Holdings Limited operates as the holding and governance entity for the group, providing strategic oversight, capital allocation, risk management and governance. The group’s operating activities are delivered through its wholly owned subsidiary, N-Viro Limited.

The executive leadership team operates against a structured multi-year plan comprising a Business Growth Plan, Great People Plan, Great Client Service Plan and Sustainability (ESG) Plan. These plans are designed to deliver long-term value through disciplined growth, operational excellence and responsible business practices.

Central to the group’s strategy is the delivery of environments that are visibly clean, hygienic and safe, supported by continual investment in people, technology and innovation.

Mitigating Cost and Wage Pressures Through Productivity

The directors recognise that wage inflation, employment taxes and broader cost pressures continue to impact the group’s operating environment. At a group level, the strategy to mitigate these pressures is focused on driving productivity and efficiency across the operating business rather than reducing service quality.

The group continues to support investment in automation and cobotics, enabling more efficient service delivery, improved consistency and enhanced health and safety outcomes. These technologies reduce reliance on manual, repetitive tasks and support a more sustainable labour model.

In parallel, the adoption of advanced protective coatings and surface technologies across the operating portfolio is extending asset life, reducing cleaning frequency and lowering long-term chemical and consumable usage. These initiatives support both margin resilience and environmental objectives while delivering tangible benefits to clients.

Investment in Technology, Sustainability and Governance

The group continues to invest in technology and systems that enhance operational efficiency, governance and colleague experience across the business.

Significant investment has been made in group-wide software platforms designed to improve workforce management, scheduling, compliance and communication. These systems enhance visibility and control for management while improving engagement, accessibility and experience for colleagues across the group.

Alongside digital investment, the group supports the adoption of products and systems that reduce environmental impact, improve data quality and strengthen governance and reporting. These investments underpin the group’s ESG ambitions, supporting sustainable operations, responsible decision-making and long-term resilience.

Markets and Principal Risks

The group operates primarily within the Education, Local Authority and Social Housing sectors, which remain competitive and subject to ongoing budgetary pressure. Clients continue to require demonstrable value for money alongside high standards of service, compliance and sustainability.

Principal risks include labour cost inflation, regulatory change, supply chain pressures and the ongoing servicing of acquisition-related financing obligations. These risks are mitigated through strong governance, disciplined financial management, close client engagement and continued investment in innovation and efficiency.

The group also works closely with clients to align with their Environmental, Social and Governance objectives, ensuring a joined-up approach to sustainability and long-term value creation.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 April 2025.

The company was incorporated on 20 October 2023, for the purposes of receiving the shares in N-Viro Limited following its demerger out of The Quarr Group. The company acts as the holding company to N-Viro Limited, having obtained control of all of the shares on 14 December 2023. N-Viro Limited continues to provide contract cleaning services across the Southeast of England. N-Viro Limited providing Routine Cleaning, Non-Routine Cleaning, Washroom services and Consumable products across the Education, University, Local Authority, Social Housing and Commercial marketplaces.

These financial statements report the activities of the company and of its group, for the year ended 30 April 2025, with comparatives presenting the period since its acquisition of N-Viro Limited on 14 December 2023 until 30 April 2024.

The results for the year are set out on page 11.

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

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

The group's financial instruments relate primarily to hire purchase agreements, which have been entered into under fixed interest rates.

As at 30th April 2025 the group had no material currency exposures relating to trading activities. The group's financial instruments are materially denominated in sterling.

An assessment of the fair value of the group's financial instruments held for financing purposes has been undertaken as at 30th April 2025. No material differences exist between book and fair value

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the 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.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

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

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). 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 company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

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

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of CHS Group Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 30 April 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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 contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the light of the knowledge and understanding of the group and the parent company and their 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.

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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

• We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

• We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

• We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

• We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

• We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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.

The notes on pages 18 to 36 form part of these financial statements.

The notes on pages 18 to 36 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The notes on pages 18 to 36 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £255,025 (2024 - £1,291,382 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The notes on pages 18 to 36 form part of these financial statements.

The notes on pages 18 to 36 form part of these financial statements.

The notes on pages 18 to 36 form part of these financial statements.

CHS Group Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

The company was incorporated on 20 October 2023, for the purposes of receiving the shares in N-Viro Limited following its demerger out of The Quarr Group. The company acts as the holding company to N-Viro Limited, having obtained control of all of the shares on 14 December 2023. N-Viro Limited continues to provide contract cleaning services across the Southeast of England. N-Viro Limited providing Routine Cleaning, Non-Routine Cleaning, Washroom services and Consumable products across the Education, University, Local Authority, Social Housing and Commercial marketplaces.

These financial statements report the activities of the company and of its group, for the year ended 30 April 2025. The prior year comparatives show the results for the period 14 December 2023 until 30 April 2024.

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

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

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

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

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

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

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

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company CHS Group Holdings Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 30 April 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover from the provision of cleaning services is recognised at the fair value of consideration received or receivable (net of VAT) when the service is carried out.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

Stocks are stated at the lower of cost and estimated selling price less costs to sell, after making due allowances for obsolete and slow moving items.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

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

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

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

Basic financial assets, which include 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 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 group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, 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.

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

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

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

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

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

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

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

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

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

The directors have considered whether there are any critical judgements required in the preparation of these accounts and have concluded that there are none requiring disclosure.

All of the group's turnover is derived from the provision of cleaning services within the UK.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 3).

The directors are considered to be Key Management Personnel.

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:

Details of the company's subsidiaries at 30 April 2025 are as follows:

Included within other creditors is deferred consideration totaling £452,504 (£494,500) which arose on the purchase of N-Viro Limited. Deferred consideration liabilities are secured by way of a fixed charge on the present and future assets of the group.

Further information regarding deferred consideration can be found in note 17.

Deferred consideration is a payable in two tranches;

Deferred consideration of £2,155,724, payable in quarterly instalments until October 2026. Interest is payable on the outstanding principal at a rate of 6% until the 31 January 2026 and thereafter at 10% until the final payment date on 29 October 2026. Interest is accrued daily and added to the outstanding principal and paid on the final payment date with the outstanding principal balance.

Deferred consideration of £639,276, payable in quarterly installments starting on 28 January 2027 and ending on 27 October 2028. Interest is payable on the outstanding principal at a rate of 6% from 1 February 2026 and ending on the final payment date on 27 October 2028. Interest is accrued daily and is paid quarterly in arrears.

The deferred consideration has been discounted using an implicit interest rate of 10.5% to reflect the present value of the future obligation. The unwinding of the discount annually will be recognised as additional interest cost in the profit and loss.

Deferred consideration liabilities are secured by way of a fixed charge on the present and future assets of the group.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

N-Viro Limited, under a a Flexible Apportionment Arrangement, is a 50% participating employer in the Quarr Group Limited Pension and Life Assurance Plan.

The Quarr Group Limited Life Assurance Plan ("the Scheme") is an independently administered final salary scheme, where members receive benefits based on their final salary. The Scheme also provides benefits to spouses and dependants in the event of a member's death after retirement. Following consultation with the trustees of the Scheme and the Scheme members, the Scheme was closed to further service accrual with effect from 31st July 2005.

Assumed life expectations on retirement at age 65:

The amounts included in the balance sheet arising from obligations in respect of defined benefit plans are as follows:

At 30 April 2025 the group recorded a surplus of £304,000 (2024 - £274,000) in respect of its valuation of the Scheme in accordance with Section 28 of FRS 102. The group has no right to withdraw amounts form the Scheme which is also closed to future contribution accrual and therefore in accordance with FRS 102 Section 28 the group has restricted the recognition of the surplus within these financial statements to its recoverable amount to the group, of £nil.

The defined benefit obligations arise from plans which are wholly unfunded.

All share classes rank pari passu in respect of voting, dividend and distributions on winding up, with the exception of D Ordinary shares which hold no voting rights.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

At the start of the year the company owed directors £207,562 in respect of £200,000 of principal loans plus accrued interest. Interest on the outstanding balance is payable at a rate of 10% per annum. During the period £21,246 of interest was accrued to the outstanding balance. At the year end the company owed directors £228,808 which is included within other creditors due within one year.

In accordance with Section 33.1A the company has applied the exemption not to disclose transactions and balances with fellow wholly owned group undertakings.

The company is controlled by the directors by virtue of their majority shareholdings. There is not considered to be one ultimate controlling party.