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Registered number: 13386005 DELFIELD GROUP HOLDINGS LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
DELFIELD GROUP HOLDINGS LTD COMPANY INFORMATION
Directors | R Barzi
| S R McMinnies
| C J Williams
Registered number | 13386005
Registered office | Unit 7
| Chancerygate Business Centre
| Stonefield Way
| Ruislip
| United Kingdom
| HA4 0JA
Independent auditors | Barnes Roffe Audit Limited
| Chartered Accountants & Statutory Auditors
| 3 Brook Business Centre
| Cowley Mill Road
| Uxbridge
| Middlesex
| UB8 2FX
DELFIELD GROUP HOLDINGS LTD CONTENTS
| Page
Group strategic report | 1 - 3
Directors' report | 4 - 5
Independent auditors' report | 6 - 10
Consolidated statement of comprehensive income | 11
Consolidated statement of financial position | 12 - 13
Company statement of financial position | 14
Consolidated statement of changes in equity | 15
Company statement of changes in equity | 16
Consolidated statement of cash flows | 17 - 18
Consolidated analysis of net debt | 19
Notes to the financial statements | 20 - 41
DELFIELD GROUP HOLDINGS LTD GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 JULY 2025
Introduction
The principal activities of the Group during the year were the design, development and manufacture of precision machined components and assemblies, particularly for the healthcare sector. There have not been any significant changes in the Group's principal activities in the year under review. Business review The Group turnover for the year increased 10.10% to £13,308,904 and was in line with management expectations. The turnover increase combined with a 3.91% improvement to gross margin resulted in a significant improvement in EBITDA, from £128,367 to £819,632. Continued further actions since the year end on new systems, new plant and equipment, lean manufacturing principles and operational improvements show further improvements in EBITDA. Combined with a strong order book the directors look forward to the coming year with confidence. Principal risks and uncertainties The management of the Group and the execution of its strategy are subject to several risks, these include: Market conditions Risk The Group's ultimate end-user markets are global and dependant on the worldwide appetite to invest and expand healthcare provisions to the global population. As such, the markets are dependent on both central governments and large OEMs to both continue and enhance their healthcare provisions, including technological advancements. Mitigation The Group's continued focus within its strategic priorities are the development of sales, quality and on-time reliability including positive cash generation. These include growing market share; increasing volumes with existing customers; expansion of its operating facilities; and installing closer relationships with customers to partner in the design of new products or adapting for technological change, including mitigating for any contraction to demand for long-established products. Raw material pricing and supply Risk The Group's main manufacturing operations are dependent on the availability and supply of aluminium-based materials and castings, which it sources from various suppliers for different shapes and sizes. The price of aluminium fluctuates based on global demand and is typically priced in US dollars, with the resulting price then impacted by foreign currency markets. In particular, the continued war in Ukraine has had and continues to have an impact on both the supply and price of aluminium. Mitigation Although the war in Ukraine has had and continues to have an impact on the supply and price of certain raw materials including aluminium, the Group has negated these to some degree by changing its advance orders with suppliers to ensure continuity of supply and selling price increases. Page 1
DELFIELD GROUP HOLDINGS LTD GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025
Competitor activity
Risk The Group has several competitors on the global market who compete mainly on price, quality and service. Any increase in competition could reduce volumes and margins on manufactured products. Mitigation The Group has developed strong market and customer awareness with good intelligence around competitor activity and technology changes being introduced by the OEMs, thereby allowing the Group to act swiftly to any significant change. The Group also has a long-standing customer base and has plans to develop a new customer pipeline, both of these underpinned with a customer service philosophy that drives longer-term innovation, collaboration and loyalty. Credit risk Risk Any credit default by a customer could result in a material bad debt write off. The loss of a major customer(s) could also limit the Group's ability to execute its growth plans. Mitigation The Group's key customers are blue-chip global OEMs in the healthcare industry and, as such, represent low risk for credit default. The Group has implemented Internal policies that require credit checks on new customers before sales are made and holds regular monthly reviews with all its key customers on both new orders and payment. The strong relationship with its key customers allows for the immediate resolution of any payment issues. Liquidity risk The company manages its cash and borrowing requirements in order to ensure the Group has sufficient liquid resources to meet the operational needs of the business. Shortages and/or increased costs of labour Risk The Group is subject to supply risks related to the availability (and cost) of labour. In particular, the main manufacturing site is in an area of generally low unemployment. The Group may also experience labour cost increases (including those related to increases in the National Living Wage) or disruptions in circumstances where we must compete for employees with the necessary skills and experience in tight labour markets. Mitigation The Group has developed its recruitment procedures over the period. There has also been focus on remuneration benchmarking to understand the Group's offering and new initiatives made to develop the workforce through training and engagement, promoting the values of working together and teamwork. Page 2
DELFIELD GROUP HOLDINGS LTD GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025
Financial key performance indicators
The Group tracks its financial performance using the following KPl's: 2025 2024 Revenue £13,308,904 £12,088,509 Gross Margin % 34.14% 30.23% EBITDA £819,632 £128,367 Net assets excluding amounts £5,442,377 £5,354,645 owed to shareholders This report was approved by the board on 27 January 2026 and signed on its behalf.
R Barzi Director
Page 3
DELFIELD GROUP HOLDINGS LTD DIRECTORS' REPORT FOR THE YEAR ENDED 31 JULY 2025 The directors present their report and the financial statements for the year ended 31 July 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 the Group 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 for the Group's financial statements and then apply them consistently; ∙make judgments 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 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activities of the Group during the year were the design, development and manufacture of precision machined components and assemblies, particularly for the healthcare sector. There have not been any significant changes in the Group's principal activities in the year under review.
Results and dividends
The loss for the year, after taxation and minority interests, amounted to £354,076 (2024 - loss £1,132,223).
Directors
The directors who served during the year were:
R Barzi
S R McMinnies
C J Williams
Matters covered in the Group strategic report
The company has chosen in accordance with section 414C of the Companies Act 2006, to set out financial risk management objectives and policies and future developments within the Group strategic report. Page 4
DELFIELD GROUP HOLDINGS LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
During the year, the Group commenced a restructuring process aimed at simplifying its corporate structure. As part of this, Delfield PE Holdings Limited and Delfield PS Holdings Limited undertook a capital reduction and intercompany balances were set off. Subsequent to the year end, the directors approved the next phase of the simplification, involving the transfer of the shares of Delfield Precision Engineering Co. Limited from Delfield PE Holdings Limited, and Delfield Precision Services Limited from Delfield PS Holdings Limited, to Delfield Holdings Limited, by way of a dividend in specie, with Delfield PE Holdings Limited and Delfield PS Holdings Limited intended to be struck off thereafter. Subsequent to the year end, Delfield Precision Services Limited, a group company, ceased trading operations and transferred all of its trading activities to the Delfield Precision Engineering Co. Limited.
Auditors
On 03 June 2025, Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006. This report was approved by the board on 27 January 2026 and signed on its behalf.
R Barzi Director
Page 5
DELFIELD GROUP HOLDINGS LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DELFIELD GROUP HOLDINGS LTD
Opinion
We have audited the financial statements of Delfield Group Holdings Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 July 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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 Group's and of the Parent Company's affairs as at 31 July 2025 and of the Group's loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 6
DELFIELD GROUP HOLDINGS LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DELFIELD GROUP HOLDINGS LTD (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the 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. Page 7
DELFIELD GROUP HOLDINGS LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DELFIELD GROUP HOLDINGS LTD (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 4, 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 Group's and 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 Group or the Parent 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 an Auditors' 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 Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows: ∙The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙We identified the laws and regulations applicable to the Company through discussion with directors and other management, and from our commercial knowledge and experience of the relevant sector; ∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, are as follows: °Companies Act 2006. °FRS 102. °Tax legislation. °Employment legislation. ∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and reviewing supporting evidence where applicable; and ∙Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of noncompliance throughout the audit. Page 8
DELFIELD GROUP HOLDINGS LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DELFIELD GROUP HOLDINGS LTD (CONTINUED) We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by: ∙Making enquiries of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud; ∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; ∙Reviewing the financial statements and testing the disclosures against supporting documentation; ∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies; ∙Inspecting and testing journal entries to identify unusual or unexpected transactions; ∙Assessing whether judgement and assumptions made in determining significant accounting estimates, were indicative of management bias; and ∙Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business. The areas that we identified as being susceptible to misstatement through fraud were: ∙Management bias in the estimates and judgements made; ∙Management override of controls; and ∙Posting of unusual journals or transactions Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditors' report. Page 9
DELFIELD GROUP HOLDINGS LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DELFIELD GROUP HOLDINGS LTD (CONTINUED)
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 Auditors' 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. Nigel Goodman (Senior statutory auditor) for and on behalf of Barnes Roffe Audit Limited Chartered Accountants & Statutory Auditors 3 Brook Business Centre Cowley Mill Road Uxbridge Middlesex UB8 2FX 30 January 2026 Page 10
DELFIELD GROUP HOLDINGS LTD CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 JULY 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 13,308,904 | 12,088,509
Cost of sales |  | (8,764,846) | (8,433,819)
Gross profit |  | 4,544,058 | 3,654,690
Administrative expenses |  | (4,342,755) | (4,120,837)
Operating profit/(loss) | 5 | 201,303 | (466,147)
Interest receivable and similar income | 9 | 328 | 2,158
Interest payable and similar expenses | 10 | (535,253) | (546,076)
Loss before taxation |  | (333,622) | (1,010,065)
Tax on loss | 11 | (30,090) | (216,005)
Loss for the financial year |  | (363,712) | (1,226,070)
Total comprehensive income for the year |  | (363,712) | (1,226,070)
Loss for the year attributable to: |  |  |
Non-controlling interests |  | (9,636) | (93,847)
Owners of the parent Company |  | (354,076) | (1,132,223)
|  | (363,712) | (1,226,070)
The notes on pages 20 to 41 form part of these financial statements. All amounts relate to continuing operations.
Page 11
DELFIELD GROUP HOLDINGS LTD REGISTERED NUMBER: 13386005 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 JULY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 2,212,899 |  | 2,584,774
Tangible assets | 13 |  | 2,946,622 |  | 2,875,849
|  |  | 5,159,521 |  | 5,460,623
Current assets |  |  |  |  |
Stocks | 15 | 1,849,712 |  | 1,464,954 |
Debtors: amounts falling due within one year | 16 | 4,809,375 |  | 3,841,231 |
Cash at bank and in hand | 17 | 315,696 |  | 254,355 |
|  | 6,974,783 |  | 5,560,540 |
Creditors: amounts falling due within one year | 18 | (6,587,394) |  | (5,085,223) |
Net current assets |  |  | 387,389 |  | 475,317
Total assets less current liabilities |  |  | 5,546,910 |  | 5,935,940
Creditors: amounts falling due after more than one year | 19 |  | (6,349,159) |  | (6,447,108)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 23 | (246,940) |  | (209,309) |
Other provisions | 24 | (35,000) |  | - |
|  |  | (281,940) |  | (209,309)
Net liabilities |  |  | (1,084,189) |  | (720,477)
Capital and reserves |  |  |  |  |
Called up share capital | 25 |  | 1,216,227 |  | 1,216,227
Profit and loss account | 26 |  | (2,461,901) |  | (2,107,825)
Equity attributable to owners of the parent Company |  |  | (1,245,674) |  | (891,598)
Non-controlling interests |  |  | 161,485 |  | 171,121
|  |  | (1,084,189) |  | (720,477)
Page 12
DELFIELD GROUP HOLDINGS LTD REGISTERED NUMBER: 13386005 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 JULY 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 January 2026.
R Barzi
Director
The notes on pages 20 to 41 form part of these financial statements. Page 13
DELFIELD GROUP HOLDINGS LTD REGISTERED NUMBER: 13386005 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 JULY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 14 |  | 92,565 |  | 92,565
|  |  | 92,565 |  | 92,565
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 16 | 8,271,948 |  | 7,720,253 |
Cash at bank and in hand | 17 | 130 |  | 2,442 |
|  | 8,272,078 |  | 7,722,695 |
Creditors: amounts falling due within one year | 18 | (1,426,342) |  | (983,955) |
Net current assets |  |  | 6,845,736 |  | 6,738,740
Total assets less current liabilities |  |  | 6,938,301 |  | 6,831,305
Creditors: amounts falling due after more than one year | 19 |  | (5,253,774) |  | (5,253,774)
Net assets |  |  | 1,684,527 |  | 1,577,531
Capital and reserves |  |  |  |  |
Called up share capital | 25 |  | 1,216,227 |  | 1,216,227
Profit and loss account brought forward | 26 | 361,304 |  | 252,969 |
Profit for the year |  | 106,996 |  | 108,335 |
Profit and loss account carried forward |  |  | 468,300 |  | 361,304
|  |  | 1,684,527 |  | 1,577,531
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 January 2026.
R Barzi
Director
The notes on pages 20 to 41 form part of these financial statements. Page 14
DELFIELD GROUP HOLDINGS LTD CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2025
| Called up share capital | Profit and loss account | Equity attributable to owners of Parent Company | Non-controlling interests | Total equity
| £ | £ | £ | £ | £
At 1 August 2024 | 1,216,227 | (2,107,825) | (891,598) | 171,121 | (720,477)
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | (354,076) | (354,076) | (9,636) | (363,712)
Total comprehensive income for the year | - | (354,076) | (354,076) | (9,636) | (363,712)
At 31 July 2025 | 1,216,227 | (2,461,901) | (1,245,674) | 161,485 | (1,084,189)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2024
| Called up share capital | Profit and loss account | Equity attributable to owners of Parent Company | Non-controlling interests | Total equity
| £ | £ | £ | £ | £
At 1 August 2023 | 1,216,227 | (1,030,483) | 185,744 | 322,414 | 508,158
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | (1,132,223) | (1,132,223) | (93,847) | (1,226,070)
Changes in parent's ownership of subsidiary | - | 54,881 | 54,881 | (57,446) | (2,565)
Total comprehensive income for the year | - | (1,077,342) | (1,077,342) | (151,293) | (1,228,635)
At 31 July 2024 | 1,216,227 | (2,107,825) | (891,598) | 171,121 | (720,477)
| The notes on pages 20 to 41 form part of these financial statements.
Page 15
DELFIELD GROUP HOLDINGS LTD COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 August 2024 | 1,216,227 | 361,304 | 1,577,531
Comprehensive income for the year |  |  |
Profit for the year | - | 106,996 | 106,996
Total comprehensive income for the year | - | 106,996 | 106,996
At 31 July 2025 | 1,216,227 | 468,300 | 1,684,527
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 August 2023 | 1,216,227 | 252,969 | 1,469,196
Comprehensive income for the year |  |  |
Profit for the year | - | 108,335 | 108,335
Total comprehensive income for the year | - | 108,335 | 108,335
At 31 July 2024 | 1,216,227 | 361,304 | 1,577,531
| The notes on pages 20 to 41 form part of these financial statements.
Page 16
DELFIELD GROUP HOLDINGS LTD CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 JULY 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (363,712) | (1,226,070)
Adjustments for: |  |
Amortisation of intangible assets | 371,875 | 371,875
Depreciation of tangible assets | 246,454 | 222,639
Loss on disposal of tangible assets | 8,800 | 518
Interest payable | 535,253 | 546,076
Interest receivable | (328) | (2,158)
Taxation charge | 30,090 | 216,005
(Increase)/decrease in stocks | (384,758) | 612,081
(Increase) in debtors | (423,476) | (168,468)
(Decrease) in creditors | (100,112) | (214,495)
Increase in provisions | 35,000 | -
Corporation tax received/(paid) | 7,541 | (12,358)
Net cash generated from operating activities | (37,373) | 345,645
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (326,027) | (137,512)
Interest received | 328 | 2,158
Net cash used in investing activities | (325,699) | (135,354)
Page 17
DELFIELD GROUP HOLDINGS LTD CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Repayment of loans | (49,930) | (46,722)
Repayment of finance leases | (104,844) | (111,486)
Interest paid | (89,091) | (131,547)
Hire purchase interest paid | (23,330) | (23,197)
Changes in parent's ownership of subsidiary | - | (2,565)
Net cash used in financing activities | (267,195) | (315,517)
Net (decrease) in cash and cash equivalents | (630,267) | (105,226)
Cash and cash equivalents at beginning of year | 254,355 | 359,581
Cash and cash equivalents at the end of year | (375,912) | 254,355
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 315,696 | 254,355
Invoice discounting facility | (691,608) | -
| (375,912) | 254,355
The notes on pages 20 to 41 form part of these financial statements.
Page 18
DELFIELD GROUP HOLDINGS LTD FOR THE YEAR ENDED 31 JULY 2025
| At 1 August 2024 | Cash flows | At 31 July 2025
| £ | £ | £
Cash at bank and in hand | 254,355 | 61,341 | 315,696
Invoice discounting facility | - | (691,608) | (691,608)
Debt due after 1 year | (6,375,136) | 49,930 | (6,325,206)
Debt due within 1 year | (146,388) | - | (146,388)
Finance leases | (191,059) | 104,844 | (86,215)
| (6,458,228) | (475,493) | (6,933,721)
The notes on pages 20 to 41 form part of these financial statements.
Page 19
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
1. | General information
Delfield Group Holdings Ltd is a company, limited by shares, registered in England and Wales. The address of the registered office is Unit 7, Chancerygate Business Centre, Stonefield Way, Ruislip, United Kingdom, HA4 0JA. The principal activities of the Group during the year were the design, development and precision manufacture of housings for radiation shielding for medical diagnostic equipment. There have been no any significant changes in the Group’s principal activities in the year under review. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Non-controlling interests represent the portion of the equity in a subsidiary not attributable, directly or indirectly, to the parent company. Under FRS 102, the Group recognises non-controlling interests at the non-controlling interest’s proportionate share of the identifiable net assets of the subsidiary at the acquisition date. Subsequent to acquisition, the carrying amount of non-controlling interests is adjusted for the non-controlling interest’s share of changes in equity. The Group presents non-controlling interests within equity in the consolidated balance sheet, separately from the equity of the owners of the parent. The profit or loss and other comprehensive income of subsidiaries attributable to non-controlling interests is also disclosed separately in the consolidated statement of comprehensive income. Page 20
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.3 | Going concern
Company law requires the directors to assess whether it is appropriate to prepare the financial statements on a going concern basis. The directors have concluded that the going concern basis remains appropriate, as the Group has sufficient resources to continue in operational existence for at least 12 months from the date of approval of the financial statements, based on current trading and cash flow forecasts.
| 2.4 | Foreign currency translation
Functional and presentation currency The Group's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Page 21
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.5 | Revenue (continued)
Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. Goods supplied on a consignment basis are recognised as revenue when customers have utilised the goods.
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to the Consolidated statement of comprehensive income on a straight-line basis over the lease term.
| 2.7 | Interest income
Interest income is recognised in the Consolidated statement of comprehensive income using the effective interest method.
| 2.8 | Finance costs
Finance costs are charged to the Consolidated statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Borrowing costs
All borrowing costs are recognised in the Consolidated statement of comprehensive income in the year in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in the Consolidated statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds. Page 22
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.11 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.12 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of business combination and acquirer’s interest in the fair value of the Group’s share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated depreciation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. Goodwill – 10 years on a straight line basis.
| 2.13 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 23
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.13 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property | - | 2% | On cost
|  |  |  | Plant and machinery | - | 10% | On cost
|  |  |  | Motor vehicles | - | 25% | On cost
|  |  |  | Fixtures and fittings | - | 15% | On cost
|  |  |  | Computer equipment | - | 33% | On cost
|  |  |  | Improvements to property | - | 10% | On cost
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated statement of comprehensive income.
| 2.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.15 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.16 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.17 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management. Page 24
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.18 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.19 | Provision for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to the Statement of comprehensive income.
| 2.20 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with 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 Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Basic financial liabilities 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, Page 25
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.20 | Financial instruments (continued)
whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled. Page 26
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The directors may be required to make estimates and assumptions concerning the future. These estimates and judgements are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. The principal areas where judgement was exercised are as follows: i) Useful life of tangible fixed assets: The directors annually assess both the residual value of these assets and the expected useful life of such assets which is based on experience. ii) Recoverability of trade debtors: The directors annually assess whether a bad debt provision is required for any bad or doubtful debtors balances. iii) Valuation of stock: The directors assess the quality of stock monthly by performing a stock count at the end of the month and adjusting the book amounts when necessary. Management then apply a product specific GP margin to the sales value in order to estimate the cost of work in progress and finished goods. Changing the margin will impact on the valuation of stock and profit before tax. Management has based the % on the average margin and have conducted a sensitivity analysis on this to assess the impact of higher and lower margin. iv) Acquisition accounting: The acquisition in the prior period required the directors to consider the fair value of assets and liabilities acquired. The directors have considered the fair values and have concluded that there is no material difference between the book value and fair value of assets and liabilities acquired. An increase in the fair value would reduce goodwill and the annual amortisation charge. v) Useful life of goodwilll: As detailed above the directors have assessed the fair value of assets and liabilities acquired and the difference between this and the amount paid represents goodwill on acquisition. The directors have estimated this to have a useful economic life of 10 years. vi) Goodwill impairment: The directors have assessed the goodwill balance for impairment and in doing so employed a number of key judgements and estimates as part of their value in use calculation. Directors have discounted the future five periods of post tax cashflows and a terminal value. The key assumptions are a discount rate of 17.7%, revenue growth of 2% and long term growth rate of 2%.
4. | Turnover
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 852,892 | 1,043,336
| Rest of Europe | 4,577,076 | 3,748,725
| Rest of the world | 7,878,936 | 7,296,448
|  | 13,308,904 | 12,088,509
| All the Group's activities are considered the same class as defined in the principal activities.
Page 27
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
5. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation | 246,454 | 222,639
| Amortisation | 371,875 | 371,875
| Loss on disposal of tangible fixed assets | 8,800 | 518
| Exchange differences | 25,719 | 18,006
| Other operating lease rentals | 273,980 | 127,573
6. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent company's financial statements | 36,700 | 36,000
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 3,906,401 | 3,413,344
| Social security costs | 413,682 | 342,521
| Cost of defined contribution scheme | 133,015 | 83,293
|  | 4,453,098 | 3,839,158
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Total employees | 102 | 98 | 102 | 98
Page 28
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
8. | Directors' remuneration
| The directors of the company received £10,300 (2024 - £10,300) remuneration during the year. Key management personnel compensation, other than directors' remuneration, for the year amounted to £276,311 (2024 - £299,280).
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 328 | 2,158
|  | 328 | 2,158
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shareholder loan interest payable | 422,832 | 422,832
| Bank loan interest payable | 89,091 | 100,047
| Finance leases and hire purchase contracts | 23,330 | 23,197
|  | 535,253 | 546,076
| At 31 July 2025 loan note interest payable includes £422,832 (2024 - £422,832) of interest that is deferred.
Page 29
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Adjustments in respect of previous periods | (7,541) | 7,543
|  | (7,541) | 7,543
| Total current tax | (7,541) | 7,543
| Deferred tax |  |
| Origination and reversal of timing differences | 37,631 | 208,462
| Total deferred tax | 37,631 | 208,462
|  | 30,090 | 216,005
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (333,622) | (1,010,065)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (83,406) | (252,516)
| Effects of: |  |
| (Accelerated)/decelerated capital allowances | 2,173 | 9,875
| Expenses not deductible for tax purpose | 94,271 | 95,229
| Deferred tax related to short term timing difference | 6,735 | -
| Adjustments to tax charge in respect of prior periods | (7,541) | 7,543
| Other timing differences leading to a decrease in taxation | - | (14,966)
| Unrelieved tax losses carried forward | 17,858 | 370,840
| Total tax charge for the year | 30,090 | 216,005
Page 30
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 11.Taxation (continued)
| Factors that may affect future tax charges
The group has tax losses carried forward of £1,560,878 (2024 - £1,483,358) which may affect future tax charges. There are no significant factors that may affect future tax charges.
12. | Intangible assets
| Group and company
|  | Goodwill
|  | £
| Cost |
| At 1 August 2024 | 3,731,388
| At 31 July 2025 | 3,731,388
| Amortisation |
| At 1 August 2024 | 1,146,614
| Charge for the year | 371,875
| At 31 July 2025 | 1,518,489
| Net book value |
| At 31 July 2025 | 2,212,899
| At 31 July 2024 | 2,584,774
| The directors have performed an impairment assessment of the goodwill balance at the balance sheet date. This impairment assessment was carried out in light of a potential increase in discount rate and continued trading losses. The key assumptions used for the value-in-use calculations were pre-tax discount rate of 17.7% and revenue growth of 2%. Based on this impairment assessment, management concluded no impairment existed at the balance sheet date.
Page 31
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
13. | Tangible fixed assets
| Group
|  | Long-term leasehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Computer equipment
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 August 2024 | 1,946,919 | 720,097 | 11,745 | 31,373 | 35,817
| Additions | - | 170,686 | - | - | 89,170
| Disposals | - | (12,571) | - | - | -
| At 31 July 2025 | 1,946,919 | 878,212 | 11,745 | 31,373 | 124,987
| Depreciation |  |  |  |  |
| At 1 August 2024 | 50,400 | 90,729 | (2,615) | 8,222 | 12,063
| Charge for the year on owned assets | 25,200 | 105,277 | - | 4,728 | 18,429
| Charge for the year on financed assets | - | 39,890 | 7,395 | - | -
| Disposals | - | (3,771) | - | - | -
| At 31 July 2025 | 75,600 | 232,125 | 4,780 | 12,950 | 30,492
| Net book value |  |  |  |  |
| At 31 July 2025 | 1,871,319 | 646,087 | 6,965 | 18,423 | 94,495
| At 31 July 2024 | 1,896,519 | 629,368 | 14,360 | 23,151 | 23,754
Page 32
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 13.Tangible fixed assets (continued)
|  | Leasehold property improvements | Total
|  | £ | £
| Cost |  |
| At 1 August 2024 | 379,339 | 3,125,290
| Additions | 66,171 | 326,027
| Disposals | - | (12,571)
| At 31 July 2025 | 445,510 | 3,438,746
| Depreciation |  |
| At 1 August 2024 | 90,642 | 249,441
| Charge for the year on owned assets | 45,535 | 199,169
| Charge for the year on financed assets | - | 47,285
| Disposals | - | (3,771)
| At 31 July 2025 | 136,177 | 492,124
| Net book value |  |
| At 31 July 2025 | 309,333 | 2,946,622
| At 31 July 2024 | 288,697 | 2,875,849
Page 33
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 13.Tangible fixed assets (continued)
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Plant and machinery | 269,770 | 318,460
| Motor vehicles | 6,656 | 14,050
| Computer equipment | 104 | 3,537
|  | 276,530 | 336,047
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 August 2024 | 92,565
| At 31 July 2025 | 92,565
| Net book value |
| At 31 July 2025 | 92,565
| At 31 July 2024 | 92,565
Page 34
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Delfield Holdings Ltd | Unit 7, Chancerygate Business Centre, Stonefield Way, Ruislip, England, HA4 0JA | Ordinary | 90.25%
| Delfield PE Holdings Limited (*) | Unit 7, Chancerygate Business Centre, Stonefield Way, Ruislip, England, HA4 0JA | Ordinary | 100%
| Delfield PS Holdings Limited (*) | Unit 7, Chancerygate Business Centre, Stonefield Way, Ruislip, England, HA4 0JA | Ordinary | 100%
| Delfield Precision Services Limited (*) | Unit 7, Chancerygate Business Centre, Stonefield Way, Ruislip, England, HA4 0JA | Ordinary | 100%
| Delfield Precision Engineering Co.Limited (*) | Unit 7, Chancerygate Business Centre, Stonefield Way, Ruislip, England, HA4 0JA | Ordinary | 100%
| Delfield Property Management Ltd (*) | Unit 7, Chancerygate Business Centre, Stonefield Way, Ruislip, England, HA4 0JA | Ordinary | 100%
| (*) indirectly held. All of the indirectly held subsidiaries are effectively 90.25% owned via the minority in Delfield Holdings Ltd.
15. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Raw materials and consumables | 1,022,744 | 618,095
| Work in progress (goods to be sold) | 543,700 | 476,790
| Finished goods and goods for resale | 283,268 | 370,069
|  | 1,849,712 | 1,464,954
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
Page 35
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
16. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 2,889,270 | 2,527,027 | - | -
| Amounts owed by group undertakings | - | - | 6,618,441 | 6,618,441
| Other debtors | 165,147 | 118,777 | 912 | -
| Prepayments and accrued income | 1,754,958 | 1,195,427 | 1,652,595 | 1,101,812
|  | 4,809,375 | 3,841,231 | 8,271,948 | 7,720,253
17. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 315,696 | 254,355 | 130 | 2,442
| Less: Invoice discounting facility | (691,608) | - | - | -
|  | (375,912) | 254,355 | 130 | 2,442
18. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Invoice discounting facility | 691,608 | - | - | -
| Bank loans | 146,388 | 146,388 | - | -
| Trade creditors | 1,642,697 | 1,352,057 | 6,494 | -
| Amounts owed to group undertakings | - | - | 161,282 | 146,316
| Other taxation and social security | 154,971 | 124,501 | - | -
| Obligations under finance lease and hire purchase contracts | 62,262 | 119,087 | - | -
| Other creditors | 50,553 | 407,725 | 33 | 33
| Accruals and deferred income | 3,838,915 | 2,935,465 | 1,258,533 | 837,606
|  | 6,587,394 | 5,085,223 | 1,426,342 | 983,955
| Included within accruals and deferred income is an amount of £1,268,504 (2024 - £845,672) in respect of accrued interest on loan notes from shareholders.
Page 36
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
19. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Other loans | 5,253,774 | 5,253,774 | 5,253,774 | 5,253,774
| Bank loans | 1,071,432 | 1,121,362 | - | -
| Net obligations under finance leases and hire purchase contracts | 23,953 | 71,972 | - | -
|  | 6,349,159 | 6,447,108 | 5,253,774 | 5,253,774
Bank loans comprise a £1.35m facility which is repayable over 60 months with a final instalment due in October 2027. The facility attracts interest at a rate of 2.45% above base. The bank loans are secured via a fixed and floating charge with a negative pledge over the property and all undertakings of the company. Other loans include £2,500,000 of shareholder “A” Loan notes repayable 25 June 2027 or earlier the date on which the exit occurs and interest is charged at 7% per annum. Also included is £2,753,773 of shareholder “B” Loan notes repayable 25 June 2031 or if earlier due date on which exit occurs and interest is charged at 9% per annum.
20. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Bank loans | 146,388 | 146,388 | - | -
| Amounts falling due 1-2 years |  |  |  |
| Other loans | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | 1,071,432 | 1,121,362 | - | -
| Amounts falling due after more than 5 years |  |  |  |
| Other loans | 2,753,774 | 2,753,774 | 2,753,774 | 2,753,774
|  | 6,471,594 | 6,521,524 | 5,253,774 | 5,253,774
Page 37
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
21. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Within one year | 62,262 | 119,087
| Between 1-5 years | 23,953 | 71,972
|  | 86,215 | 191,059
| Assets held under hire purchase agreements are secured against the underlying assets.
22. | Financial instruments
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Financial assets |  |  |  |
| Financial assets measured at amortised cost. | 3,054,417 | 2,645,804 | 6,619,353 | 6,618,441
| Financial liabilities |  |  |  |
| Financial liabilities measured at amortised cost. | 8,942,667 | 8,472,365 | 5,421,583 | 5,400,123
| Financial assets measured at amortised cost comprise trade debtors, other debtors, amount owed by group undertakings and cash at bank. Financial liabilities measured at amortised cost comprise trade creditors, other creditors, amount owed to group undertakings, hire purchases and finance leases, invoice discounting facility, bank loans and other loans.
Page 38
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
23. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | 209,309
| Charged to the Statement of comprehensive income | 37,631
| At end of year | 246,940
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | 244,767 | 213,871
| Short term timing difference | 2,173 | (4,562)
|  | 246,940 | 209,309
24. | Provisions
| Group and Company
|  | Dilapidation provision
|  | £
| Reclassification from accruals | 35,000
| At 31 July 2025 | 35,000
25. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 121,622,700 Ordinary shares of £0.01 each | 1,216,227 | 1,216,227
Page 39
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
26. | Reserves
Profit and loss account The profit and loss reserve account represents the accumulation of profits and losses net of any dividend paid since incorporation. Non-controlling interests The non-controlling interests relate to equity held by minority shareholders in subsidiary companies.
27. | Pension commitments
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £68,857 (2024 - £83,293). Contributions totaling £8,691 (2024 - £Nil) were payable to the fund at the reporting date.
28. | Commitments under operating leases
| At 31 July 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 172,564 | 186,976
| Later than 1 year and not later than 5 years | 32,862 | 205,426
|  | 205,426 | 392,402
Page 40
DELFIELD GROUP HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
29. | Related party transactions
| The Company has taken advantage of the exemptions available under FRS 102 not to disclose transaction between entities that are part of a wholly owned group. During the year, the Group was invoiced rent expenses totalling £150,000 (2024 - £125,000) from JW Commercial Property Limited and PW Commercial Property Limited, companies with a common director. At the balance sheet date there was no balance outstanding. During the year, the directors of the company invoiced the Group for services totalling £56,800 (2024 - £54,800). Included within amounts owed by group undertakings is an amount of £5,710,481 (2024 - 5,710,481) owed by Delfield Holdings Ltd, subsidiary undertaking of the company. Included within amounts owed by group undertakings is an amount of £907,960 (2024 - 907,960) owed by Delfield Property Management Ltd, an indirectly held subsidiary undertaking of the company. Included within amounts owed to group undertakings is an amount of £161,282 (2024 - 146,316) owed to Delfield Precision Engineering Co. Limited, an indirectly held subsidiary undertaking of the company.
30. | Controlling party
The directors consider there to be no controlling party.
Page 41