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| Registered number: 08925796
NSD LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
NSD LTD REGISTERED NUMBER:08925796 STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Intangible Assets | 4 |  | - |  | -
|  |  | - |  | -
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 9,714,809 |  | 3,781,314 |
Cash at bank and in hand | 6 | 39,505 |  | 4,557,971 |
|  | 9,754,314 |  | 8,339,285 |
Creditors: amounts falling due within one year | 7 | (112,077) |  | (128,644) |
Net current assets |  |  | 9,642,237 |  | 8,210,641
Net assets |  |  | 9,642,237 |  | 8,210,641
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 100 |  | 100
Profit and loss account |  |  | 9,642,137 |  | 8,210,541
|  |  | 9,642,237 |  | 8,210,641
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
W Coulten
Director
Date: 19 February 2026
The notes on pages 2 to 8 form part of these financial statements. Page 1
NSD LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
1. | GENERAL INFORMATION
NSD Ltd is a limited liability company incorporated in England and Wales. The registered office is The Orion Frankland Road, Blagrove, Swindon, England, SN5 8YG. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | GOING CONCERN
The retail environment in the UK remains challenging and therefore represents an ongoing risk to the business. However, the business delivered a number of transformation initiatives during the year and the business has the wider support of the Neptune Group, which has delivered a step change in performance during the FY25. As part of the Neptune Group, the business continues to have ongoing funding support. As a result, the Group’s projections, after considering reasonable possible changes in performance, show that the Group is able to operate within its financing levels and therefore management deem that the accounts should be made on a going concern basis.
| 2.3 | TURNOVER
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised: Rendering of services Turnover 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 turnover can be measured reliably; ∙it is probable that the Company 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.
| 2.4 | PENSIONS
DEFINED CONTRIBUTION PENSION PLAN The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss 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 Company in independently administered funds. Page 2
NSD LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.5 | 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 operates and generates 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.
| 2.6 | INTANGIBLE ASSETS
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value 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 amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of comprehensive income over its useful economic life.
| 2.7 | 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.
| 2.8 | 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.
| 2.9 | 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. Page 3
NSD LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.10 | FINANCIAL INSTRUMENTS
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 Company'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 Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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, 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.
3. | EMPLOYEES
| The average monthly number of employees, including directors, during the year was 7 (2024: 14).
Page 4
NSD LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
4. | INTANGIBLE ASSETS
|  | Goodwill
|  | £
| COST |
| At 1 October 2024 | 7,900,000
| At 30 September 2025 | 7,900,000
| AMORTISATION |
| At 1 October 2024 | 7,900,000
| At 30 September 2025 | 7,900,000
| NET BOOK VALUE |
| At 30 September 2025 | -
| At 30 September 2024 | -
Page 5
NSD LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
5. | DEBTORS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 4,415 | 3,517
| Amounts owed by group undertakings | 9,664,515 | 3,736,477
| Other debtors | 23,000 | 26,806
| Prepayments and accrued income | 11,287 | 1,500
| Deferred taxation | 11,592 | 13,014
|  | 9,714,809 | 3,781,314
| Amounts due from group undertakings are interest free and repayable on demand. For further information on deferred taxation see note 8.
6. | CASH AND CASH EQUIVALENTS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 39,505 | 4,557,971
|  | 39,505 | 4,557,971
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 5,768 | 16,248
| Amounts owed to group undertakings | 7,200 | 2,400
| Other taxation and social security | 66,425 | 89,317
| Other creditors | 7,661 | 1,179
| Accruals and deferred income | 25,023 | 19,500
|  | 112,077 | 128,644
| Amounts due to group undertakings are interest free and repayable on demand.
Page 6
NSD LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
8. | DEFERRED TAXATION
|  | 2025
|  | £
| At beginning of year | 13,014
| Credited to profit or loss | (1,422)
| AT END OF YEAR | 11,592
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | 11,284 | 13,014
| Short term timing differences | 308 | -
|  | 11,592 | 13,014
9. | CONTINGENT LIABILITIES
A company under common control has entered into the following agreements with HSBC Bank Plc: Revolving credit facility - under the terms of this agreement Neptune Holdco Limited is entitled to request loans of up to £10,000,000 At the year end Neptune Holdco Limited had received £8,250,000 of this facility. These loans are secured by a fixed and floating charge over all assets of the group in favour of the bank as well as an unlimited composite company guarantee between all members of the group and its associates. In addition, the following group company banking facilities are supported by the unlimited composite company guarantee between all members of the group, including NSD Ltd, and its associates in favour of HSBC Bank Plc: Forward contracts & currency options £1,377,651 (2024: £5,950,440). There is a fixed and floating charge over all the assets of the company in favour of HSBC Bank Plc to support the company corporate card facility of £80,000 (2024: £80,000).
10. | PENSION COMMITMENTS
The Company operates a defined contribution 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 £5,691 (2024: £7,646). Contributions totalling £1,232 (2024: £1,179) were payable to the fund at the reporting date and are included in creditors. Page 7
NSD LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
11. | RELATED PARTY TRANSACTIONS
| The company has taken advantage of the FRS 102, Section 33, exemption not to disclose related party transactions with wholly owned subsidiaries within the Neptune HoldCo Limited group. Amounts owed from companies under common control at the year end amounted to £9,664,515 (2024: £3,736,477). Amounts owed to companies under common contol at the year end amounted to £7,200 (2024: £2,400). Amounts owed to companies with common directorships amounted to £4,415 (2024: £Nil). During the year the company made sales of £100 (2024: £172,509) and purchases of £3,240 (2024: Nil) from a company under common directorship. At the year end a balance of £Nil (2024: £Nil) was owed from this company and a balance of £Nil (2024:Nil) was owing from this company. HSBC Bank Plc has provided a collective net overdraft facility of £3,000,000 (2024: £7,500,000) to the group and its associates as well as a company under common ownership. The overdraft facility is secured by a fixed and floating charge over all the assets of NSD Ltd in favour of the bank as well as an unlimited composite company guarantee between all members of the group and its associates and other companies under common ownership. Key management personnel consist only of the directors of the Company, and are remunerated through other group companies.
12. | CONTROLLING PARTY
The ultimate parent undertaking is Neptune Holdco Limited, a company incorporated in England and Wales. The smallest and largest group for which group financial statements are prepared is Neptune Holdco Limited. Copies of the group financial statements are available from Companies House. There is no ultimate controlling party. The company is controlled equally by the two directors, J G Redman and J E Sims-Hilditch.
13. | AUDITORS' INFORMATION
The auditors' report on the financial statements for the year ended 30 September 2025 was unqualified. The audit report was signed on 2 March 2026 by Ria Burridge FCCA (senior statutory auditor) on behalf of Bishop Fleming Audit Limited.
Page 8