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Leviathan Newco 2 Limited
Annual Report and Consolidated Financial Statements
Year Ended 30 April 2025

Registration number: 14240763

Leviathan Newco 2 Limited

Contents

Company Information | 1
Directors' Report | 2 to 3
Statement of Directors' Responsibilities | 4
Independent Auditor's Report | 5 to 8
Consolidated Profit and Loss Account | 9
Consolidated Balance Sheet | 10 to 11
Balance Sheet | 12
Consolidated Statement of Changes in Equity | 13
Statement of Changes in Equity | 14
Notes to the Financial Statements | 15 to 28

Leviathan Newco 2 Limited

Company Information

Directors | G T M Karlsson D S Sneddon A J Warren

Registered office | 28 Speed House Barbican London EC2Y 8AT

Auditors | PKF Francis Clark Statutory AuditorGround Floor 90 Victoria Street Bristol BS1 6DP

Leviathan Newco 2 Limited

Directors' Report

Year Ended 30 April 2025

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

Principal activity

The principal activity of the company is that of a holding company. The principal activity of the group is the provision of precision engineering services.

Directors of the group

The directors who held office during the year were as follows:

G T M Karlsson

D S Sneddon

A J Warren

Results and dividends
The profit / (loss) for the year, after taxation, amounted to £29,418 (2024: (£254,137)). There were no dividends declared in the period.

Going concern

The directors consider the Group’s prospects over the next 12 months to be strong, supported by a growing order book, strengthening relationships across a broader portfolio of key customers, and ongoing improvement initiatives. The realisation of synergies within the Leviathan Engineering Group further underpins this confidence.
Financial performance improved significantly during the year and this momentum has continued into the current financial year. During the year, certain loan covenants were breached and the Group’s secured lender monitored performance closely, waiving any event of default and supporting a refinancing of its facility to provide a longer turnaround runway. Since the year end, two of the three covenants have returned to compliance, with the lender continuing to monitor closely and provide support. The directors have forecast that the remaining covenant is expected to return to compliance later in FY26.
The directors have prepared integrated profit and cash flow forecasts for the Group covering at least the next twelve months, based on realistic assumptions for sales, margins, overheads and working capital. The directors have carefully considered the available capacity when preparing these forecasts including the impact on the cash position should they fall short. Ongoing support from the secured lender has been confirmed, contingent on the achievement of these forecasts. In addition, the wider Leviathan Engineering Group shareholders have signalled their intent to provide additional support to the group, if required.
The forecasts also consider a Put Option exercisable by the Company’s minority shareholders, which may be financed through a loan arrangement with the parent company, which has the right to acquire the shares on exercise. The Option, if exercised would trigger a payment which exceeds available funds, as such payments would have to be made over time, subject to an agreement being reached with the minority shareholders. Discussions with minority shareholders are ongoing and positive regarding the timing and quantum of any exercise, and the directors’ proposed outcome has been reflected in the cash flow forecasts. The Leviathan Engineering Group shareholders have signalled their intent to support the group financially whilst reaching such agreements and obtaining the funding required to settle these liabilities.

Leviathan Newco 2 Limited

Directors' Report

Year Ended 30 April 2025

Accordingly, based on all of the above considerations, the directors do not consider there is any material uncertainty that would affect the group’s ability to continue as a going concern and that consequently the accounts are prepared on a going concern basis.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Small companies provision statement
This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 24 February 2026 and signed on its behalf by:

......................................... D S Sneddon Director

Leviathan Newco 2 Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;

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

• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• | 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Leviathan Newco 2 Limited

Independent Auditor's Report to the Members of Leviathan Newco 2 Limited

Opinion

We have audited the financial statements of Leviathan Newco 2 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, 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 group's and the parent company's affairs as at 30 April 2025 and of the group's profit for the year then ended;
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Leviathan Newco 2 Limited

Independent Auditor's Report to the Members of Leviathan Newco 2 Limited

We have nothing to report in this regard.

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

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

• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• | the parent company financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of 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 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.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. 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:

Leviathan Newco 2 Limited

Independent Auditor's Report to the Members of Leviathan Newco 2 Limited

As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the group. We gained an understanding of the industry in which the group operates as part of this assessment to identify the key laws and regulations affecting the company. As part of this, we reviewed the group's website for indication of any regulations and certification in place and discussed these with the relevant individuals responsible for compliance. The key regulations we identified were employment law, health and safety regulations, tax legislation, Environment Act 2021, and anti-bribery. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the UK Generally Accepted Accounting Practice and the Companies Act 2006.
We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the group's ability to continue operating and the risk of material misstatement to the accounts. We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements;
• Reviewed legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance;
• Review of the group's minutes of Board meetings for any instances of reportable breaches or non-compliance.
We assessed the susceptibility of the financial statements to material misstatement through management override or fraud, including in relation to income and expenditure, and obtained an
understanding of the controls in place to mitigate the risk of fraud. We also discussed with management whether there had been any instances of known or alleged fraud, of which there were
none. Based upon our understanding we designed and conducted audit procedures including:
• Audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant
transactions outside the normal course of business.
• Reviewed estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates.
• Performed cut-off procedures of revenue both before the year end and after; and
• Investigated the rationale behind significant or unusual 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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

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

Leviathan Newco 2 Limited

Independent Auditor's Report to the Members of Leviathan Newco 2 Limited

Use of our report

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

......................................
Robert Whitehead FCCA (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor
Ground Floor
90 Victoria Street
Bristol
BS1 6DP

24 February 2026

Leviathan Newco 2 Limited

Consolidated Profit and Loss Account

Year Ended 30 April 2025

| 2025 £ | 2024 £
Turnover | 2,059,329 | 1,953,560
Cost of sales | (1,285,784) | (1,323,231)
Gross profit | 773,545 | 630,329
Distribution costs | (16,368) | (12,725)
Administrative expenses | (543,772) | (690,422)
Operating profit/(loss) | 213,405 | (72,818)
Interest payable and similar expenses | (196,274) | (168,034)
Profit/(loss) before tax | 17,131 | (240,852)
Tax on profit/(loss) | 12,287 | (13,285)
Profit/(loss) for the financial year | 29,418 | (254,137)
Profit/(loss) attributable to: |  |
Owners of the company | 29,418 | (254,137)

The group has no recognised gains or losses for the year other than the results above.

Leviathan Newco 2 Limited

Consolidated Balance Sheet

30 April 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 5 | 710,557 | 806,362
Tangible assets | 6 | 293,999 | 327,824
|  | 1,004,556 | 1,134,186
Current assets |  |  |
Stocks | 8 | 242,468 | 229,568
Debtors | 9 | 291,958 | 293,749
Cash at bank and in hand |  | 76,224 | 50,898
|  | 610,650 | 574,215
Creditors: Amounts falling due within one year | 10 | (1,315,651) | (1,393,337)
Net current liabilities |  | (705,001) | (819,122)
Total assets less current liabilities |  | 299,555 | 315,064
Creditors: Amounts falling due after more than one year | 10 | (115,529) | (154,848)
Provisions for liabilities | 13 | (70,043) | (75,651)
Net assets |  | 113,983 | 84,565
Capital and reserves |  |  |
Called up share capital | 14 | 14 | 14
Share premium reserve |  | 199,986 | 199,986
Other reserves |  | 501,000 | 501,000
Profit and loss account |  | (587,017) | (616,435)
Equity attributable to owners of the company |  | 113,983 | 84,565
Shareholders' funds |  | 113,983 | 84,565

Leviathan Newco 2 Limited

Consolidated Balance Sheet

30 April 2025

These financial statements have been prepared and delivered in accordance with the provisions applicable to small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 24 February 2026 and signed on its behalf by:

......................................... D S Sneddon Director

Company Registration Number: 14240763

Leviathan Newco 2 Limited

Balance Sheet

30 April 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 7 | 1,760,317 | 1,760,317
Current assets |  |  |
Debtors | 9 | 50,813 | 35,335
Cash at bank and in hand |  | 19 | 470
|  | 50,832 | 35,805
Creditors: Amounts falling due within one year | 10 | (1,514,395) | (1,273,262)
Net current liabilities |  | (1,463,563) | (1,237,457)
Total assets less current liabilities |  | 296,754 | 522,860
Creditors: Amounts falling due after more than one year | 10 | (81,995) | (100,000)
Net assets |  | 214,759 | 422,860
Capital and reserves |  |  |
Called up share capital | 14 | 14 | 14
Share premium reserve |  | 199,986 | 199,986
Other reserves |  | 501,000 | 501,000
Profit and loss account |  | (486,241) | (278,140)
Shareholders' funds |  | 214,759 | 422,860

The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a loss after tax for the financial year of £208,101 (2024 - loss of £173,183).

Approved and authorised by the Board on 24 February 2026 and signed on its behalf by:

......................................... D S Sneddon Director

Company Registration Number: 14240763

Leviathan Newco 2 Limited

Consolidated Statement of Changes in Equity

Year Ended 30 April 2025

| Share capital £ | Share premium £ | Merger relief reserve £ | Profit and loss account £ | Total £ | Total equity £
At 1 May 2024 | 14 | 199,986 | 501,000 | (616,435) | 84,565 | 84,565
Profit for the year | - | - | - | 29,418 | 29,418 | 29,418
At 30 April 2025 | 14 | 199,986 | 501,000 | (587,017) | 113,983 | 113,983

| Share capital £ | Share premium £ | Merger relief reserve £ | Profit and loss account £ | Total £ | Total equity £
At 1 May 2023 | 14 | 199,986 | 501,000 | (362,298) | 338,702 | 338,702
Loss for the year | - | - | - | (254,137) | (254,137) | (254,137)
At 30 April 2024 | 14 | 199,986 | 501,000 | (616,435) | 84,565 | 84,565

Leviathan Newco 2 Limited

Statement of Changes in Equity

Year Ended 30 April 2025

| Share capital £ | Share premium £ | Merger relief reserve £ | Profit and loss account £ | Total £
At 1 May 2024 | 14 | 199,986 | 501,000 | (278,140) | 422,860
Loss for the year | - | - | - | (208,101) | (208,101)
At 30 April 2025 | 14 | 199,986 | 501,000 | (486,241) | 214,759

| Share capital £ | Share premium £ | Merger relief reserve £ | Profit and loss account £ | Total £
At 1 May 2023 | 14 | 199,986 | 501,000 | (104,957) | 596,043
Loss for the year | - | - | - | (173,183) | (173,183)
At 30 April 2024 | 14 | 199,986 | 501,000 | (278,140) | 422,860

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
28 Speed House
Barbican
London
EC2Y 8AT

These financial statements were authorised for issue by the Board on 24 February 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and Companies Act 2006. The disclosure requirements of Section 1A have been applied other than where additional disclosure is required to show a true and fair view.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 April 2025.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

Going concern

The directors consider the Group’s prospects over the next 12 months to be strong, supported by a growing order book, strengthening relationships across a broader portfolio of key customers, and ongoing improvement initiatives. The realisation of synergies within the Leviathan Engineering Group further underpins this confidence.
Financial performance improved significantly during the year and this momentum has continued into the current financial year. During the year, certain loan covenants were breached and the Group’s secured lender monitored performance closely, waiving any event of default and supporting a refinancing of its facility to provide a longer turnaround runway. Since the year end, two of the three covenants have returned to compliance, with the lender continuing to monitor closely and provide support. The directors have forecast that the remaining covenant is expected to return to compliance later in FY26.
The directors have prepared integrated profit and cash flow forecasts for the Group covering at least the next twelve months, based on realistic assumptions for sales, margins, overheads and working capital. The directors have carefully considered the available capacity when preparing these forecasts including the impact on the cash position should they fall short. Ongoing support from the secured lender has been confirmed, contingent on the achievement of these forecasts. In addition, the wider Leviathan Engineering Group shareholders have signalled their intent to provide additional support to the group, if required.
The forecasts also consider a Put Option exercisable by the Company’s minority shareholders, which may be financed through a loan arrangement with the parent company, which has the right to acquire the shares on exercise. The Option, if exercised would trigger a payment which exceeds available funds, as such payments would have to be made over time, subject to an agreement being reached with the minority shareholders. Discussions with minority shareholders are ongoing and positive regarding the timing and quantum of any exercise, and the directors’ proposed outcome has been reflected in the cash flow forecasts. The Leviathan Engineering Group shareholders have signalled their intent to support the group financially whilst reaching such agreements and obtaining the funding required to settle these liabilities.
Accordingly, based on all of the above considerations, the directors do not consider there is any material uncertainty that would affect the group’s ability to continue as a going concern and that consequently the accounts are prepared on a going concern basis.

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

Key sources of estimation uncertainty

In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate where the revision affects only that period, or in the period of the revision and future periods where the revision reflects both current and future periods.
Determining whether there are indicators of impairment of the group's tangible assets. Tangible fixed assets are depreciated over their useful life taking into account residual values, where appropriate. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. The carrying amount is £293,999 (2024: £327,824).
Determining whether stock is held at the correct value by ensuring it is stated at the lower of cost or net realisable value, the estimate being the selling price less costs to complete and sell. Stock is assessed for impairment and potential provision is estimated. Management undertake regular stocktakes and review the ageing and selling profile of the stock. The carrying value is £242,468 (2024: £229,568).

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services to external customers in the ordinary course of the company’s activities.Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company. Turnover is recognised when the goods or services have been delivered to the customer.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation 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 operates and generates taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Plant and machinery | 25% reducing balance and 10% straight line
Furniture, fittings and equipment | 25% reducing balance

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | 10 years straight line

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Creditors

Trade creditors 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 the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Provisions

Provisions are recognised when there is an obligation at the reporting date as a result of a past event. It is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
The company holds the following financial instruments:
• Short term trade and other debtors and creditors;
• Bank loans;
• HP/finance leases; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

3 | Staff costs

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Administration and support | 17 | 16
| 17 | 16

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

4 | Auditor's remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 12,350 | (11,700)
Audit of the financial statements of subsidiaries of the company pursuant to legislation | 21,000 | 19,500
| 33,350 | 7,800
Other fees to auditors |  |
Audit-related assurance services | - | 4,500
All other non-audit services | 4,600 | 3,000
| 4,600 | 7,500

5 | Intangible assets

Group

| Goodwill £ | Total £
Cost or valuation
At 1 May 2024 | 958,053 | 958,053
At 30 April 2025 | 958,053 | 958,053
Amortisation
At 1 May 2024 | 151,691 | 151,691
Amortisation charge | 95,805 | 95,805
At 30 April 2025 | 247,496 | 247,496
Carrying amount
At 30 April 2025 | 710,557 | 710,557
At 30 April 2024 | 806,362 | 806,362

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

6 | Tangible assets

Group

| Furniture, fittings and equipment £ | Plant and machinery £ | Total £
Cost or valuation
At 1 May 2024 | 50,644 | 1,318,375 | 1,369,019
Additions | - | 26,443 | 26,443
At 30 April 2025 | 50,644 | 1,344,818 | 1,395,462
Depreciation
At 1 May 2024 | 44,153 | 997,041 | 1,041,194
Charge for the year | 1,624 | 58,645 | 60,269
At 30 April 2025 | 45,777 | 1,055,686 | 1,101,463
Carrying amount
At 30 April 2025 | 4,867 | 289,132 | 293,999
At 30 April 2024 | 6,490 | 321,334 | 327,824

7 | Investments

Company

| 2025 £ | 2024 £
Investments in subsidiaries | 1,760,317 | 1,760,317

Subsidiaries | £
Cost or valuation
At 1 May 2024 | 1,760,317
Provision
At 30 April 2025 | -
Carrying amount
At 30 April 2025 | 1,760,317
At 30 April 2024 | 1,760,317

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
UK Precision Limited | 28 Speed House, Barbican, London, EC2Y 8AT | Ordinary Shares | 100% | 100%

The principal activity of UK Precision Limited is that of general mechanical engineers.

8 | Stocks

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Work in progress | 83,188 | 116,651 | - | -
Finished goods and goods for resale | 151,606 | 92,313 | - | -
Other inventories | 7,674 | 20,604 | - | -
| 242,468 | 229,568 | - | -

Group

9 | Debtors

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors | 212,249 | 230,286 | - | -
Other debtors | 32,585 | 25,807 | 5,535 | 900
Prepayments | 47,124 | 37,656 | 45,278 | 34,435
| 291,958 | 293,749 | 50,813 | 35,335

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

10 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 11 | 999,719 | 988,702 | 979,018 | 967,388
Trade creditors |  | 189,431 | 273,829 | - | -
Amounts due to group undertakings | 16 | - | - | 509,652 | 278,488
Social security and other taxes |  | 61,433 | 61,450 | - | -
Other creditors |  | 17,284 | 15,842 | 14,725 | 14,725
Accruals |  | 47,784 | 53,514 | 11,000 | 12,661
|  | 1,315,651 | 1,393,337 | 1,514,395 | 1,273,262
Due after one year |  |  |  |  |
Loans and borrowings | 11 | 115,529 | 154,848 | 81,995 | 100,000

11 | Loans and borrowings

Non-current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Bank borrowings | 9,167 | 19,167 | - | -
Other borrowings | 81,995 | 100,000 | 81,995 | 100,000
HP and finance lease liabilities | 24,367 | 35,681 | - | -
| 115,529 | 154,848 | 81,995 | 100,000

Current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Bank borrowings | 9,386 | 10,000 | - | -
Hire purchase contracts | 11,315 | 11,314 | - | -
Other borrowings | 979,018 | 967,388 | 979,018 | 967,388
| 999,719 | 988,702 | 979,018 | 967,388

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

12 | Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 8,302 | 11,314
Later than one year and not later than five years | 24,367 | 35,680
| 32,669 | 46,994

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 36,000 | 36,000
Later than one year and not later than five years | 51,000 | 87,000
| 87,000 | 123,000

13 | Provisions for liabilities

Group

| Deferred tax £ | Total £
At 1 May 2024 | 75,651 | 75,651
Increase (decrease) in existing provisions | (5,608) | (5,608)
At 30 April 2025 | 70,043 | 70,043

14 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
A Ordinary of £0.01 each | 1,000 | 10.00 | 1,000 | 10.00
B Ordinary of £0.01 each | 429 | 4.29 | 429 | 4.29
| 1,429 | 14 | 1,429 | 14

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

15 | Parent and ultimate parent undertaking

The company's immediate parent is Leviathan Engineering Limited, incorporated in England and Wales.

16 | Related party transactions

The Company has taken advantage of the exemption available in Section 33.1A of FRS 102 not to disclose transactions with the ultimate controlling party or any wholly owned subsidiary undertakings of the group.

Company

Income and receivables from related parties

2025 | Entities with joint control or significant influence £
Sale of goods | 73,192
Amounts receivable from related party | 26,511

2024 | Entities with joint control or significant influence £
Sale of goods | 37,552
Amounts receivable from related party | 24,368

Expenditure with and payables to related parties

2025 | Entities with joint control or significant influence £
Purchase of goods | 2,104

Leviathan Newco 2 Limited

Notes to the Financial Statements

Year Ended 30 April 2025

2024 | Entities with joint control or significant influence £
Purchase of goods | 5,019

Loans from related parties

2025 | Parent £ | Total £
At start of period | 103,989 | 103,989
Advanced | 50 | 50
Repaid | (38,000) | (38,000)
Interest transactions | 15,956 | 15,956
At end of period | 81,995 | 81,995

2024 | Parent £ | Total £
Advanced | 100,000 | 100,000
Interest transactions | 3,989 | 3,989
At end of period | 103,989 | 103,989