Company registration number 09887920 (England and Wales)
R.S.T. INSTRUMENTS UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
R.S.T. INSTRUMENTS UK LIMITED
COMPANY INFORMATION
Directors
Ms M Akopian
(Appointed 29 February 2024)
Mr D Noon
(Appointed 29 February 2024)
Mr A Matuk
(Appointed 18 December 2024)
Secretary
Oakwood Corporate Secretary Limited
Company number
09887920
Registered office
Suite C
Ground Floor Building 500 Bourne Business Park
Addlestone
United Kingdom
KT15 2NX
Auditor
Goodman Jones LLP
1st Floor Arthur Stanley House
40-50 Tottenham Street
London
United Kingdom
W1T 4RN
R.S.T. INSTRUMENTS UK LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Income statement
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 20
R.S.T. INSTRUMENTS UK LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 1 -

The directors present their annual report and financial statements for the period ended 30 September 2024.

Principal activities

The principal activity of the company is that of the design, manufacturing and sale of innovative geotechnical and structural monitoring instruments.

Results and dividends

The results for the period are set out on page 6.

Ordinary dividends were paid amounting to £359,851. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

G Taylor
(Resigned 29 February 2024)
S D Sandbo
(Resigned 29 February 2024)
Ms M Akopian
(Appointed 29 February 2024)
Mr D Noon
(Appointed 29 February 2024)
Mr J Bonnor
(Appointed 29 February 2024 and resigned 18 December 2024)
Mr M Price
(Appointed 29 February 2024 and resigned 5 December 2024)
Mr A Matuk
(Appointed 18 December 2024)
Auditor

In accordance with the company's articles, a resolution proposing that Goodman Jones LLP be reappointed as auditor of the company will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom 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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

R.S.T. INSTRUMENTS UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 2 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

The company is not required to produce an enhanced business review or strategic report as it is exempt from the requirement under s415 of the Companies Act 2006.

On behalf of the board
Mr D Noon
Director
13 February 2026
R.S.T. INSTRUMENTS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF R.S.T. INSTRUMENTS UK LIMITED
- 3 -
Opinion

We have audited the financial statements of R.S.T. Instruments Uk Limited (the 'company') for the period ended 30 September 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 September 2024 and of its profit for the period 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's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the directors' r eport for the financial period 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.

R.S.T. INSTRUMENTS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF R.S.T. INSTRUMENTS UK LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the directors' r eport.

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, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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:

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and we considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried. These procedures included:

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

- Reading minutes of meetings of those charged with governance;

- Obtaining and reading correspondence from legal and regulatory bodies including HMRC;

- Identifying and testing journal entries;

- Challenging assumptions and judgements made by management in their significant accounting estimates.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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 concealment by, for example, forgery or intentional misrepresentations, or through collusion.

R.S.T. INSTRUMENTS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF R.S.T. INSTRUMENTS UK LIMITED (CONTINUED)
- 5 -

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

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.

Amit Sharma (Senior Statutory Auditor)
For and on behalf of Goodman Jones LLP, Statutory Auditor
Chartered Accountants
1st Floor Arthur Stanley House
40-50 Tottenham Street
London
W1T 4RN
United Kingdom
16 February 2026
R.S.T. INSTRUMENTS UK LIMITED
INCOME STATEMENT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 6 -
Period
Year
ended
ended
30 September
31 December
2024
2023
as restated
Notes
£
£
Revenue
2
3,599,611
2,032,746
Cost of sales
(430,233)
(620,748)
Gross profit
3,169,378
1,411,998
Administrative expenses
(3,102,894)
(1,622,343)
Operating profit/(loss)
3
66,484
(210,345)
Finance costs
6
(2,618)
(1,623)
Profit/(loss) before taxation
63,866
(211,968)
Tax on profit/(loss)
7
(45,952)
(15,648)
Profit/(loss) and total comprehensive income for the period
17,914
(227,616)

The income statement has been prepared on the basis that all operations are continuing operations.

R.S.T. INSTRUMENTS UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
30 September 2024
- 7 -
30 September
31 December
2024
2023
as restated
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
9
84,711
39,926
Current assets
Inventories
10
119,963
158,810
Trade and other receivables
11
2,171,429
2,116,985
2,291,392
2,275,795
Current liabilities
12
(2,248,735)
(1,930,473)
Net current assets
42,657
345,322
Total assets less current liabilities
127,368
385,248
Non-current liabilities
12
(47,828)
-
0
Net assets
79,540
385,248
Equity
Called up share capital
16
100
100
Retained earnings
79,440
385,148
Total equity
79,540
385,248

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 13 February 2026 and are signed on its behalf by:
Mr D Noon
Director
Company registration number 09887920 (England and Wales)
R.S.T. INSTRUMENTS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 8 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 January 2023
100
(90,166)
(90,066)
As restated for the year ended 31 December 2023:
Loss and total comprehensive income
-
(227,616)
(227,616)
Transactions with owners:
Credit to equity for equity settled share-based payments
-
702,930
702,930
Balance at 1 January 2024, as previously reported
100
385,148
385,248
Impact of adoption of IFRS 16
-
(6,473)
(6,473)
Adjusted balance at 1 January 2024
100
378,675
378,775
Period ended 30 September 2024:
Profit and total comprehensive income
-
17,914
17,914
Transactions with owners:
Dividends
8
-
(359,851)
(359,851)
Credit to equity for equity settled share-based payments
-
42,702
42,702
Balance at 30 September 2024
100
79,440
79,540
R.S.T. INSTRUMENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 9 -
1
Accounting policies
Company information

R.S.T. Instruments Uk Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite C, Ground Floor Building 500 Bourne Business Park, Addlestone, United Kingdom, KT15 2NX.

1.1
Reporting period

These accounts are for the period from 01 January 2024 to 30 September 2024. The prior year comparative figures are for the 12 month period from from 01 January 2023 to 31 December 2023.

1.2
Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the following disclosure exemptions under FRS 101:

- the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share based Payment;

- the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64 (o)(ii), B64(p), B64(q)(ii), B66 and B67of IFRS 3 Business Combinations. Equivalent disclosures are included in the consolidated financial statements of WPP PLC in which the entity is consolidated;

- the requirements of paragraph 33 (c) of IFRS 5 Non current Assets Held for Sale and Discontinued Operations;

- the requirements of IFRS 7 Financial Instruments: Disclosures;

- the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;

- the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative information in respect of: (i) paragraph 79(a) (iv) of IAS 1, (ii) paragraph 73(e) of IAS 16 Property Plant and Equipment (iii) paragraph 118 (e) of IAS 38 Intangibles Assets, (iv) paragraphs 76 and 79(d) of IAS 40 Investment Property and (v) paragraph 50 of IAS 41 Agriculture;

- the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 39 to 40 ,111 and 134-136 of IAS 1 Presentation of Financial Statements;

- the requirements of IAS 7 Statement of Cash Flows;

- the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

- the requirements of paragraph 17 of IAS 24 Related Party Disclosures;

- the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member ; and

- the requirements of paragraphs 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available under that standard in relation to share based payments, financial instruments, capital management, presentation of a cash flow statement, presentation of comparative information in respect of certain assets, standards not yet effective, impairment of assets, business combinations, discontinued operations and related party transactions.

1.3
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the true company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

R.S.T. INSTRUMENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 10 -
1.4
Revenue

Revenue is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The company's turnover recognition policy has changed in the year with the transition to FRS 101, where the company now recognises turnover when performance obligations have been satisfied and for the company this is when the services have transferred to the customer and the customer has control of these.

The company's activities are described in detail below.

(a) Services fees

Revenue is recognised based on the monthly wages incurred for services provided, with a 5% mark-up applied to this figure to determine the total charge. The amount is assessed on a period-by-period basis to ensure it reflects the actual services delivered and the consideration payable by the client. Control of the service is deemed to transfer as the work is performed, as this is the point at which the client can benefit from the service provided.

(b) Sales of goods

Revenue is recognised for intercompany services provided by the the Company. This revenue represents reimbursement of expenses incurred by the UK team in performing sales and marketing activities globally, plus a 10% mark-up

1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings Leasehold
over the length of the lease
Plant and machinery
20% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.6
Impairment of tangible and intangible assets

At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

R.S.T. INSTRUMENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 11 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

1.8
Cash and cash equivalents

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

1.9
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

R.S.T. INSTRUMENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 12 -
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.10
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

R.S.T. INSTRUMENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

R.S.T. INSTRUMENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.15
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.16
Leases

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is re assessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

R.S.T. INSTRUMENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Revenue
2024
2023
£
£
Revenue analysed by class of business
Intercompany recharges
3,231,420
1,537,095
Part rentals
18,253
-
Sale of instruments
349,938
495,651
3,599,611
2,032,746
2024
2023
£
£
Revenue analysed by geographical market
United Kingdom
3,599,611
2,032,746
3
Operating profit/(loss)
2024
2023
as restated
Operating profit/(loss) for the period is stated after charging/(crediting):
£
£
Exchange losses
3,372
15,480
Depreciation of property, plant and equipment
13,243
5,825
Cost of inventories recognised as an expense
430,233
609,769
Write downs of inventories recognised as an expense
-
0
10,979
Share-based payments
42,702
269,163
4
Employees

The average monthly number of persons (including directors) employed by the company is as below:

2024
2023
Number
Number
10
10
R.S.T. INSTRUMENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
4
Employees
(Continued)
- 16 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
2,597,128
1,223,520
Social security costs
292,049
85,988
Pension costs
7,005
8,705
2,896,182
1,318,213
5
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
22,091
168,082
6
Finance costs
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on other loans
-
0
1,623
Interest on other financial liabilities:
Interest on lease liabilities
2,618
-
0
Total interest expense
2,618
1,623
7
Taxation
2024
2023
as restated
£
£
Current tax
UK corporation tax on profits for the current period
28,203
15,648
Adjustments in respect of prior periods
17,749
-
Total UK current tax
45,952
15,648
R.S.T. INSTRUMENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
7
Taxation
2024
2023
as restated
(Continued)
- 17 -

The charge for the period can be reconciled to the profit/(loss) per the income statement as follows:

2024
2023
as restated
£
£
Profit/(loss) before taxation
63,866
(211,968)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2023: 23.50%)
15,967
(49,812)
Effect of expenses not deductible in determining taxable profit
12,236
65,460
Adjustment in respect of prior years
17,749
-
0
Taxation charge for the period
45,952
15,648
8
Dividends
2024
2023
2024
2023
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary A shares
Final dividend paid
3,598.51
-
359,851
-
9
Property, plant and equipment
Land and buildings Leasehold
Plant and machinery
Total
£
£
£
Cost
At 1 January 2024
-
0
68,459
68,459
Additions
58,028
-
0
58,028
At 30 September 2024
58,028
68,459
126,487
Accumulated depreciation and impairment
At 1 January 2024
-
0
28,533
28,533
Charge for the period
7,254
5,989
13,243
At 30 September 2024
7,254
34,522
41,776
Carrying amount
At 30 September 2024
50,774
33,937
84,711
At 31 December 2023
-
0
39,926
39,926
R.S.T. INSTRUMENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
9
Property, plant and equipment
(Continued)
- 18 -

Property, plant and equipment includes right-of-use assets, as follows:

Right-of-use assets
2024
2023
£
£
Net values at the period end
Property
50,774
-
Total additions in the period
58,028
-
Depreciation charge for the period
Property
7,254
-
10
Inventories
2024
2023
£
£
Finished goods
119,963
158,810
11
Trade and other receivables
2024
2023
£
£
Trade receivables
213,438
104,194
VAT recoverable
9,134
-
Amount owed by parent undertaking
1,948,021
2,012,791
Prepayments and accrued income
836
-
0
2,171,429
2,116,985

Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

12
Liabilities
Current
Non-current
2024
2023
2024
2023
Notes
£
£
£
£
Trade and other payables
13
2,194,955
1,910,259
-
0
-
0
Corporation tax
44,090
15,648
-
-
Other taxation and social security
-
4,566
-
-
Lease liabilities
14
9,690
-
0
47,828
-
0
2,248,735
1,930,473
47,828
-
R.S.T. INSTRUMENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 19 -
13
Trade and other payables
2024
2023
£
£
Trade payables
-
0
9,213
Amount owed to parent undertaking
2,150,162
1,778,001
Accruals and deferred income
44,793
123,045
2,194,955
1,910,259
14
Lease liabilities
2024
2023
Net amounts due
£
£
Within one year
9,690
-
0
After more than one year
47,828
-
0
57,518
-
2024
2023
Maturity analysis of future lease payments
£
£
Within one year
12,800
-
In two to five years
54,400
-
Total undiscounted liabilities
67,200
-
Future finance charges and other adjustments
(9,682)
-
Lease liabilities in the financial statements
57,518
-
15
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
7,005
8,705

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
100
100
100
100
R.S.T. INSTRUMENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 20 -
17
Related party transactions

The company has taken advantage of the exemption available in accordance with paragraph 8(k) of FRS 101 not to disclose transactions entered between two or more member of a group, as the company is a wholly owned subsidiary undertaking of the group to which it is party to the transactions.

18
Controlling party

T he ultimate parent company is Orica Limited, a company registered i n Australia.

The ultimate parent at the balance sheet date was VSC RST Holdco L.P, a company registered in the Cayman Islands.

19
Events after the reporting date

On 26th August 2025, the directors approved a Business Transfer Agreement with DV8 Technology Ltd. Under the terms of the agreement, DV8 Technology Ltd will acquire the business for a consideration of £230,226, which represents the aggregate market value of the assets less the book value of liabilities. In addition, all employees of the Company will transfer to DV8 Technology Ltd under their existing contracts of employment with effect from the business transfer date. This transaction occurred after the reporting date and does not impact the amounts recognised in these financial statements.

20
Prior year adjustments

Share-based payment charge

During the year, it was identified that historical share‑based payment charges had not been recognised in accordance with IFRS 2. A prior year adjustment has therefore been made to correct the understatement of cumulative expenses.

The adjustment reflects the application of a Black‑Scholes valuation model to determine the fair value of the relevant share options, with the resulting charge allocated over the respective vesting periods. As a result, an additional expense of £269,163 has been recognised in respect of options relating to the financial year ended 31 December 2023, together with a cumulative charge of £433,767 relating to options granted over the period 2018 to 2022. These amounts have been recognised retrospectively, resulting in a restatement of comparative figures and opening reserves.

Transition to IFRS 16 - Leases

The company transitioned to IFRS 16 with effect from 1 January 2024, adopting the modified retrospective approach. Under this method, right‑of‑use (ROU) assets and corresponding lease liabilities were recognised at the date of transition. The ROU assets were measured at an amount equal to the lease liabilities, adjusted for any prepaid or accrued lease payments.

The adoption of IFRS 16 resulted in a net adjustment of £6,473 recognised in opening retained earnings as at 1 January 2024, reflecting the cumulative impact of transition.

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