Littlewood Fencing UK Limited - Limited company accounts 25.1

REGISTERED NUMBER: 10750281 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

FOR

LITTLEWOOD FENCING UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

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:

10750281 (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

32,301

97,193

Turnover has decreased by £65k. The
decrease was driven by an decrease
in intercompany recharges.

EBITDA*

(99,552)

90,526

EBITDA has decreased by £190k
year-on-year. The decrease in
EBITDA is driven by legal fees
relating to the acquisition of the
Company.

EBITDA %

-308.2%

93.1%

Operating profit

(99,552)

90,526

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

2025

2024

as restated

£

EBITDA*

(99,552)

90,526

Interest

(23,932)

(90,721)

Dividend income

3,000,000

Profit/(Loss) Before Tax (PBT)

2,876,516

(195)

As the Company is solely 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, 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

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

No dividends will be 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 Fencing UK 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 five, 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 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

32,301

97,193

Administrative expenses

(131,853

)

(6,667

)

(99,552

)

90,526

Income from shares in group
undertakings

3,000,000

-

2,900,448

90,526

Interest payable and similar expenses

5

(23,932

)

(90,721

)

PROFIT/(LOSS) BEFORE TAXATION

2,876,516

(195

)

Tax on profit/(loss)

6

-

PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

2,876,516

(195

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE
INCOME/(LOSS) FOR THE YEAR

2,876,516

(195

)

FIXED ASSETS

Investments

8

10,915,480

CURRENT ASSETS

Debtors

9

961,712

3,780

Cash at bank

854

5,018

962,566

8,798

CREDITORS

Amounts falling due within one year

10

(8,893,493

)

(9,886,157

)

NET CURRENT LIABILITIES

(7,930,927

)

(9,877,359

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

2,984,553

1,038,121

CREDITORS

Amounts falling due after more than one
year

11

-

(1,021,284

)

NET ASSETS

2,984,553

16,837

CAPITAL AND RESERVES

Called up share capital

13

101,520

100,000

Share premium

14

89,680

-

Retained earnings

14

2,793,353

(83,163

)

SHAREHOLDERS' FUNDS

2,984,553

16,837

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

Total

capital

earnings

premium

equity

£

Balance at 1 June 2023

100,000

(82,968

)

-

17,032

Changes in equity

Total comprehensive loss

-

(195

)

-

(195

)

Balance at 31 May 2024

100,000

(83,163

)

-

16,837

Changes in equity

Issue of share capital

1,520

-

89,680

91,200

Total comprehensive income

-

2,876,516

-

2,876,516

Balance at 31 May 2025

101,520

2,793,353

89,680

2,984,553

1.	STATUTORY INFORMATION

Littlewood Fencing UK 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 Fencing UK 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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at 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.

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 (2024 - loss) 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

32,301

97,193

32,301

97,193

Turnover all arises from operations within the UK.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 May 2025 nor for the year ended 31 May 2024.

The average number of employees during the year was NIL (2024 - NIL).

2025

2024

as

restated

£

Directors' remuneration

-

Directors' remuneration is paid by Nyetimber Bidco 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

-

10

Bank loan interest

23,932

90,711

23,932

90,721

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 May 2025 nor for the year ended 31 May 2024.

Reconciliation of total tax 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/(loss) before tax

2,876,516

(195

)

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

719,129

(49

)

Effects of:

Income not taxable for tax purposes

(750,000

)

-

Utilisation of tax losses

30,871

49

Total tax charge

-

7.	PRIOR YEAR ADJUSTMENT

During the year, the Company reviewed the accounting treatment of earnout costs relating to investments in group undertakings. In previous years, these costs were capitalised as part of the cost of investment. The Company has now determined that such costs should have been charged through payroll when incurred and recharged to the relevant group companies.

This represents a correction of a prior period misstatement and has been applied retrospectively. The adjustment has no impact on net assets or total equity at the balance sheet date.

Impact of Prior Year Adjustment (£)

Item

Previously
reported

Adjustment

Restated
Balance

£

Investments

12,435,776

(1,520,296

)

10,915,480

Amounts owed to group undertakings

11,281,660

1,520,296

(9,761,364

)

Net Assets

16,837

-

16,837

This restatement ensures that prior period figures reflect the correct accounting treatment of these costs and provide a true and fair view of the Company’s financial position.

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 June 2024

and 31 May 2025

10,915,480

NET BOOK VALUE

At 31 May 2025

10,915,480

At 31 May 2024

10,915,480

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Littlewood Holdings (Sussex) ltd

Registered office: Chaddock Lane, Worsley, Manchester, M28 1XW

Nature of business: Holding Company

%

Class of shares:

holding

Ordinary A,B,C,D

100.00

Littlewood Holdings (Sussex) Ltd owns 100% of the issued share capital in Littlewood Fencing Limited, a subsidiary business registered in England and Wales.

Littlewood Fencing Limited owns 100% of the issued share capital in Berry Systems UK Ltd, a subsidiary business registered in England and Wales.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

as

restated

£

Amounts owed by group undertakings

961,712

-

Other debtors

-

3,780

961,712

3,780

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

as

restated

£

Bank loans and overdrafts (see note 12)

-

116,246

Amounts owed to group undertakings

8,891,696

9,761,364

VAT

1,797

4,767

Accrued expenses

-

3,780

8,893,493

9,886,157

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

2025

2024

as

restated

£

Bank loans (see note 12)

-

1,021,284

12.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

as

restated

£

Amounts falling due within one year or on demand:

Bank loans

-

116,246

Amounts falling due between one and two years:

Bank loans - 1-2 years

-

125,458

Amounts falling due between two and five years:

Bank loans - 2-5 years

-

439,235

Amounts falling due in more than five years:

Repayable by instalments

Bank loans more 5 yr by instal

-

456,591

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

as
restated

£

101,520

Ordinary

£1

101,520

25,001

NIL

Ordinary B

£1

-

74,999

101,520

100,000

1,520 Ordinary shares of £1 each were allotted as fully paid at a premium of £59 per share during the year.

14.

RESERVES

Retained

Share

earnings

premium

Totals

£

At 1 June 2024

(83,163

)

-

(83,163

)

Profit for the year

2,876,516

Cash share issue

-

89,680

At 31 May 2025

2,793,353

89,680

2,883,033

15.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

16.	ULTIMATE CONTROLLING PARTY

The immediate parent company, by virtue of its 100% shareholding, is Littlewood Group Limited, a company registered in the United Kingdom, the registered office of which is the same as the Company.

The smallest group that Littlewood Fencing UK Limited consolidates into is the consolidated financial statements of Nyetimber Finco Limited, which are publicly available on Companies House. The registered office of Nyetimber Finco Limited is the same as the Company. The largest group that Littlewood Fencing UK Limited consolidates into is the consolidated financial statements of Nyetimber Holdco Limited. The registered office of Nyetimber Holdco Limited is 44 Esplanade, St Helier, JE4 9WG.

The ultimate controlling party of Nyetimber Finco Limited, is OMERS Administration Corporation, a private equity firm registered in Canada. The registered office for OMERS Administration Corporation is EY Tower 900, 100 Adelaide St W, Toronto, Ontario, M5H 0E2, Canada.