REGISTERED NUMBER: 07474248 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

FOR

LITTLEWOOD HOLDINGS (SUSSEX) LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Statement of Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

J M Hobden

K A Fowlie

J M Maitland

M Porter

REGISTERED OFFICE:

Network Plus Services ltd

Chaddock Lane

Worsley

Manchester

M28 1XW

REGISTERED NUMBER:

07474248 (England and Wales)

AUDITORS:

Watson Associates (Audit Services) Ltd

Statutory Auditor

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

The directors present their strategic report for the year ended 31 May 2025.

Principal Activities

The principal activity of the Company is as an intermediary holding company within the Nyetimber Finco Limited Group.

REVIEW OF BUSINESS

In September 2024, the ultimate controlling party of the Company changed due to Network Plus Services Ltd acquiring an entity further up the Group structure. There have been no changes to the activity of the company as a result of the acquisition.

Key Performance Indicators (KPIs)

The Board monitors progress on the overall Company strategy and trading performance by reference to KPIs, the principal measures being turnover, EBITDA, EBITDA % and operating profit.

Financial KPI

2025

2024

Performance

as restated

£

£

Turnover

2,045,596

426,767

Turnover has increased by £1.6m. The increase was driven by an increase in intercompany management charges.

EBITDA*

30,850

168,317

EBITDA has decreased by £137k year-on-year. The decrease in EBITDA is driven by the reduction of rental income, due to disposal of a property.

EBITDA %

1.5%

39.4%

Operating profit

30,850

163,211

£132k decrease in operating profit compared to the year ended 31 May 2024.

*The table below reconciles EBITDA to Profit Before Tax (PBT).

2025

2024

as restated

£

£

EBITDA*

30,850

168,317

Interest

(65,111)

(63)

Depreciation

-

(5,043)

Income from shares in group undertaking

7,000,000

-

Profit Before Tax (PBT)

6,965,739

163,211

As the Company is a holding company, there are no non-financial KPIs. The Group's non-financial KPIs can be found in the consolidated financial statements of Nyetimber Finco Limited, which are publicly available at Companies House.

PRINCIPAL RISKS AND UNCERTAINTIES

As the company is a holding company, and all employment costs are recharged to a trading company as management charges, the Company does not have any significant financial risk and there are no principal risks and uncertainties facing the Company. The principal risks and uncertainties of the group can be found in the consolidated financial statements of Nyetimber Finco Limited, which are publicly available at Companies House.

Future Developments

There are no planned changes to the business activities of the Company

Respect for Human Rights

The Company operates exclusively in the UK and, as such, is subject to the European Convention on Human Rights, the UK Human Rights Act 1998 and the Modern Slavery Act 2015. The Company is committed to a work environment that is free from human trafficking, forced labour and unlawful child labour. It also strongly believes that it has a responsibility for promoting ethical and lawful employment practices. The Modern Slavery Act Compliance Statement is available on the Network Plus Group website: www.networkplus.co.uk.

Employees

Our people are the key to our success whether on the front line or in support service roles. This is why we recruit, retain and develop the right people - people who live our values and act as ambassadors for the business. We are determined to create the best possible working environment, ensuring our people are equipped with the necessary competences and skills to safely undertake their work and deliver for our customers.

With business growth has come a sharper focus on employees' mental health and wellbeing. These are challenging times for many people and for many reasons. Anybody can find themselves overwhelmed and feeling worried, anxious or stressed. How we respond to this is what makes us the business we are. Employees are encouraged to feel confident to open up discussion on mental wellbeing, this is promoted through periodic campaigns such as Mental Health Week and our network of Mental Health First Aiders (MHFA) or wellbeing ambassadors. Confidential advice and specialist support for Men's and Women's Health is also available through our workplace health app, Peppy. Recognising the challenges in supporting front line employees, we are also developing a mental health and wellbeing app for field operatives, ensuring they receive the same level of care and support as office-based employees.

We fairly remunerate and incentivise employees. Where individuals are invited to be part of the Company's bonus scheme, individual awards are linked to both personal and financial performance.

Training and Development

Our people operate in challenging environments. To deliver safely and efficiently, their skills must match our commitment to their safety. Accordingly, we make significant investment in mandatory training to ensure compliance and deliver face-to-face training for all new starters in frontline management posts.

In addition to the structured training through graduate and apprenticeship routes, a range of management development qualifications and training is available to support managers at all levels of our organisation. Opportunities include female development programmes supported by our external training provider Raise the Bar.

Diversity and Inclusion

We understand the value of having a diverse workforce. A variety of backgrounds and experience helps bring different perspectives to decision making. We want all employees to feel valued and included, to be able to thrive at work no matter their background, identity or circumstances.

Diversity and inclusion is fostered through various initiatives and support groups.

In 2024, through our parent company, we secured Armed Forces Gold Award status from the Ministry of Defence. Gold status is awarded to employers who implement HR policies that accommodate the needs of the Armed Forces community, while continuously promoting this advocacy within their own networks and inspiring others across the industry. Being forces-friendly allows us to tap into talent pools where we believe there are many transferable skills for a career in fencing.

There is no place for discrimination at Littlewood Fencing, a member of the Network Plus Group. We are fully committed to being considerate, inclusive and respectful in the way we employ and develop our workforce.

Employment of Disabled Persons

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 with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, so far as possible, be identical to that of other employees.

Going Concern

The financial statements have been prepared on the going concern basis as the Directors have a reasonable expectation that the Company has adequate resources for a period of at least 12 months from the date of approval of the financial statements.

In assessing the appropriateness of the going concern basis of accounting, the Board has taken into account a number of factors including current operating performance, cash liquidity, approved budgets and forecasts covering the going concern period and forecast banking compliance ratios. Cash forecasts do not indicate any liquidity issues.

The Board has reviewed and approved the Company's budget for the financial year ending 30 March 2026 and, alongside their 'base case' forecasts, has considered the potential impact of plausible downside scenarios which could possibly result from changing economic conditions, loss of a contract or a delay in cash recovery The budget prepared includes profit projections and cash flow forecasts for the Network Plus Group. An element of uncertainty is inherent in forecasting and key sensitivities have been considered when budgets are prepared and approved.

Consequently, the Directors are satisfied that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. Therefore, the financial statements have been prepared on a going concern basis.

ON BEHALF OF THE BOARD:

M Porter - Director

8 January 2026

The directors present their report with the financial statements of the company for the year ended 31 May 2025.

Information Contained in the Strategic Report

As permitted by section 414C of the Companies Act 2006, certain information required to be included in the Directors' Report has been included in the Strategic Report. Specifically, this relates to:

- Future Development, page 3;

- Principal Risks and Uncertainties, page 3.

Events After the Balance Sheet Date

There are no significant subsequent events since 31 May 2025 to disclose.

Research and Development

The Company does not undertake any research and development activities as it is a holding company.

Existence of Branches Outside the UK

The Company does not have any branches, as defined in section 1046(3) of the Companies Act 2006, outside the UK.

DIVIDENDS

Dividends of £4,155,101 were distributed for the year ended 31 May 2025 (2024: £nil).

DIRECTORS

J M Hobden has held office during the whole of the period from 1 June 2024 to the date of this report.

Other changes in directors holding office are as follows:

D A Symes - resigned 19 September 2024

J Verjee - resigned 19 September 2024

K A Fowlie - appointed 19 September 2024

J M Maitland - appointed 19 September 2024

M Porter - appointed 19 September 2024

Directors' Indemnities

The Company has made qualifying third party indemnity provisions for the benefit of its Directors which were made during the year and remain in force at the date of this report. These are paid by Network Plus Services Ltd on behalf of all Directors of the Group.

Political Contributions

No political donations were made during the year.

STREAMLINED ENERGY AND CARBON REPORTING

The Company has taken advantage of the exemption not to include streamlined energy and carbon reporting because the potential impacts on the business from climate change and reporting of our environmental performance are included in the Nyetimber Finco Limited Group accounts for the year ended 30 March 2025.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 Financial Reporting Standard 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 period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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 auditors are unaware; and

-

Each Director has taken all the steps that he/she 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 auditors are aware of that information.

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

ON BEHALF OF THE BOARD:

M Porter - Director

8 January 2026

Opinion

We have audited the financial statements of Littlewood Holdings (Sussex) Limited (the 'company') for the year ended 31 May 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 May 2025 and of its 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 Auditors' 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 Strategic Report and 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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, 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 Statement of Directors' Responsibilities set out on page six, 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 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Prior to engagement the following audit procedures are considered:

- Identification of laws and regulations being significant in the context of the entity;

- Understanding the entity's current activities, the scope of its authorisation and the effectiveness of its control environment where the entity is a regulated entity;

- Determining any key audit matters that require further explanation;

- In the case of a group, how the auditor addressed these matters at both at the group and component levels;

- communications with the engagement team and, where relevant, component auditors regarding non-compliance with laws and regulations and fraud.

Audit procedures performed by the engagement team to detect irregularities, including fraud from instances of non-compliance with laws and regulations included:

- Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

- Reading key correspondence from regulatory bodies;

- Challenging assumptions and judgements made by management in it's significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We focused on the valuation of investments and properties, and the assessment of impairment of intangible and tangible assets, as well as any other estimates and provisions within the accounts;

- Consideration of recent correspondence with the companies legal advisors to ensure that it aligned with the conclusions drawn on obligations recognised in respect of uncertain legal matters;

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or those posted by unexpected users; and

- Testing all material consolidation adjustments to ensure these were appropriate in nature and magnitude;

- Communicating with component auditors any matters which arise, and disclosing any instances of non-compliance or fraud, in addition to testing inter-group transactions and amounts owed by/(to) any group companies;

- Reviewing relevant meeting minutes including those of the board of directors

- Testing transactions entered into that are outside of the normal course of the Company's business

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, through discussion with the directors and other management (as required by auditing standards), and from inspection of the group's regulatory and legal correspondence and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our audit team and remained alert to any indications of non-compliance throughout the audit.

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.

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.

Stephen James Moore (Senior Statutory Auditor)

for and on behalf of Watson Associates (Audit Services) Ltd

Statutory Auditor

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

9 January 2026

TURNOVER

3

2,045,596

426,767

Administrative expenses

(2,065,744

)

(433,485

)

(20,148

)

(6,718

)

Other operating income

50,998

169,992

30,850

163,274

Income from shares in group undertakings

7,000,000

-

7,030,850

163,274

Interest payable and similar expenses

5

(65,111

)

(63

)

PROFIT BEFORE TAXATION

6

6,965,739

163,211

Tax on profit

7

361,989

(36,023

)

PROFIT FOR THE FINANCIAL YEAR

7,327,728

127,188

OTHER COMPREHENSIVE (LOSS)/INCOME

Revaluation reserve

(283,501

)

363,198

Income tax relating to other comprehensive (loss)/income

-

(99,099

)

OTHER COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR, NET OF INCOME TAX

(283,501

)

264,099

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

7,044,227

391,287

FIXED ASSETS

Tangible assets

10

-

2,938,502

Investments

11

60

160

60

2,938,662

CURRENT ASSETS

Debtors

12

9,040,756

2,237,159

Cash at bank

41,001

13,784

9,081,757

2,250,943

CREDITORS

Amounts falling due within one year

13

(2,264,216

)

(899,925

)

NET CURRENT ASSETS

6,817,541

1,351,018

TOTAL ASSETS LESS CURRENT LIABILITIES

6,817,601

4,289,680

PROVISIONS FOR LIABILITIES

14

-

(361,205

)

NET ASSETS

6,817,601

3,928,475

CAPITAL AND RESERVES

Called up share capital

15

62

62

Share premium

16

33,998

33,998

Revaluation reserve

16

-

1,838,582

Retained earnings

16

6,783,541

2,055,833

SHAREHOLDERS' FUNDS

6,817,601

3,928,475

The financial statements were approved by the Board of Directors and authorised for issue on 8 January 2026 and were signed on its behalf by:

M Porter - Director

Called up

share

Retained

Share

Revaluation

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 June 2023

62

1,928,645

33,998

1,574,483

3,537,188

Changes in equity

Total comprehensive income

-

127,188

-

264,099

391,287

Balance at 31 May 2024

62

2,055,833

33,998

1,838,582

3,928,475

Changes in equity

Total comprehensive income

-

7,327,728

-

(283,501

)

7,044,227

Dividends

-

(4,155,101

)

-

-

(4,155,101

)

Transfer

-

1,555,081

-

(1,555,081

)

-

Balance at 31 May 2025

62

6,783,541

33,998

-

6,817,601

1.	STATUTORY INFORMATION

Littlewood Holdings (Sussex) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102

"The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

These financial statements have been prepared for the individual company. The financial statements are prepared in accordance with applicable accounting standards and under the historical cost convention.

The financial statements are presented in Pound Sterling (£), which is the Company's functional and presentation currency. Pound Sterling is the currency of the primary economic environment in which the Company operates. All amounts have been rounded to the nearest pound, unless otherwise stated.

Going concern

The financial statements have been prepared on the going concern basis as the Directors have a reasonable expectation that the Company has adequate resources for a period of at least 12 months from the date of approval of the financial statements.

In assessing the appropriateness of the going concern basis of accounting, the Board has taken into account a number of factors including current operating performance, cash liquidity, approved budgets and forecasts covering the going concern period and forecast banking compliance ratios. Cash forecasts do not indicate any liquidity issues.

The Board has reviewed and approved the Company's budget for the financial year ending 30 March 2026 and, alongside their 'base case' forecasts, has considered the potential impact of plausible downside scenarios which could possibly result from changing economic conditions, loss of a contract or a delay in cash recovery The budget prepared includes profit projections and cash flow forecasts for the Network Plus Group. An element of uncertainty is inherent in forecasting and key sensitivities have been considered when budgets are prepared and approved.

Consequently, the Directors are satisfied that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. Therefore, the financial statements have been prepared on a going concern basis.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Littlewood Holdings (Sussex) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Nyetimber Finco Limited, Chaddock Lane, Worsley, Manchester, England, M28 1XW.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is the total amount receivable by the company in the ordinary course of business with customers for goods supplied and services provided excluding value added tax.

Turnover is recognised to the extent it is probable that economic benefit will flow to the Company. Turnover is recognised as the fair value of consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

-The amount of turnover can be measured reliably;

-It is probable that the Company will receive the consideration due under the contract; and

-Where applicable, the costs incurred and the costs to complete the contract can be measured reliably.

Turnover in respect of variations to contracts and incentive payments is recognised when it is probable it will be agreed by the customer. Where turnover recognised exceeds billing, the balance is shown as due from customers within debtors.

Where contracts are undertaken jointly with other parties the Company only recognises its share of turnover.

Interest Receivable

Interest income is recognised in the profit and loss account using the effective interest method. It is measured at the fair value of consideration receivable and subsequently at amortised cost. Interest receivable is recognised when it is probable that the economic benefits will flow to the Company and the amount can be measured reliably.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

2% on cost

Improvements to property

-

2% on cost

Financial instruments

The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

(ii) Financial liabilities

Basic financial liabilities, including trade and other payables, 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 receipts discounted at a market rate of interest.

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

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Cash and bank

Cash at bank and in hand include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturites of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.

Impairment excluding stocks and deferred tax assets

Financial assets (including trade and other debtors)

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. For financial instruments measured at cost less impairment, an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Losses on the impaired asset continue to be recognised through the unwinding of the discount. Impairment losses are recognised in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Non-financial assets

The carrying amounts of the entity's non-financial assets, other than stocks and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. 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 the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash generating unit").

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2025

2024

as

restated

£

£

Management charges receivable

2,045,596

426,767

2,045,596

426,767

Turnover all arises from operations within the UK.

4.	EMPLOYEES AND DIRECTORS

2025

2024

as

restated

£

£

Wages and salaries

1,791,333

376,996

Social security costs

249,505

43,425

Other pension costs

4,757

6,346

2,045,595

426,767

The average number of employees during the year was as follows:

2025

2024

as

restated

Indirect

3

3

2025

2024

as

restated

£

£

Directors' remuneration

622,562

142,340

Information regarding the highest paid director for the year ended 31 May 2025 is as follows:

2025

£

Emoluments etc

622,562

Directors' remuneration is paid by Nyetimber Bidco Limited, Littlewood Fencing Limited, and Littlewood Holdings (Sussex) Limited, and it is not possible to allocate the remuneration across the Nyetimber Finco Group in line with the proportion of their services provided. Full disclosure of Directors’ remuneration for the Group can be found in the consolidated financial statements of Nyetimber Finco Limited, which are publicly available on Companies House.

Total remuneration in respect of Directors of the Company was £1,828,661 (2024: £182,181).

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

as

restated

£

£

Bank interest

(9

)

63

Interest on taxation

65,120

-

65,111

63

6.	PROFIT BEFORE TAXATION

The profit is stated after charging:

2025

2024

as

restated

£

£

Depreciation - owned assets

-

5,042

Auditors' remuneration

3,500

1,400

7.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the profit for the year was as follows:

2025

2024

as

restated

£

£

Current tax:

UK corporation tax

10,851

36,023

Corp tax prior year adjustment

(11,635

)

-

Total current tax

(784

)

36,023

Deferred tax

(361,205

)

-

Tax on profit

(361,989

)

36,023

Reconciliation of total tax (credit)/charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

as

restated

£

£

Profit before tax

6,965,739

163,211

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

1,741,435

40,803

Effects of:

Expenses not deductible for tax purposes

19,416

(4,780

)

Income not taxable for tax purposes

(1,750,000

)

-

Adjustments to tax charge in respect of previous periods

(372,840

)

-

Total tax (credit)/charge

(361,989

)

36,023

Tax effects relating to effects of other comprehensive income

2025

Gross

Tax

Net

£

£

£

Revaluation reserve

(283,501

)

-

(283,501

)