ACCOUNTS - Final Accounts preparation

Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:

Registered number: 06014409

NORDAN RED SYSTEMS LTD

(FORMERLY RED SYSTEMS LTD)

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


NORDAN RED SYSTEMS LTD

COMPANY INFORMATION

Directors	Robert Burgess
	Michael Green
	Peter Moss
	Jonathan Nash (resigned 2 April 2026)
	Daniel Ruygrok (resigned 30 September 2025)
	Craig Greenwood (appointed 2 April 2026)
	Gillian Irvine (appointed 2 April 2026)
	Dag Kroslid (appointed 2 April 2026)
	Alv Kare Rasmussen (appointed 2 April 2026)


Registered number	06014409


Registered office	Plot L
	Clayhill Industrial Estate
	Neston
	Wirral
	CH64 3RU


Independent auditors	AAB Audit & Accountancy Limited
	81 George Street
	Edinburgh
	EH2 3ES


Solicitors	Hill Dickinson LLP
	No.1, 1 St Paul's Square
	Liverpool
	L3 9SJ


NORDAN RED SYSTEMS LTD

CONTENTS

	Page
Directors' report	1
Directors' responsibilities statement	2
Independent auditors' report	3 - 6
Consolidated profit and loss account	7
Consolidated statement of financial position	8 - 9
Company statement of financial position	10 - 11
Consolidated statement of changes in equity	12
Company statement of changes in equity	13
Notes to the financial statements	14 - 25


NORDAN RED SYSTEMS LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors

The directors who served during the year were:

Robert Burgess

Michael Green

Peter Moss

Jonathan Nash (resigned 2 April 2026)

Daniel Ruygrok (resigned 30 September 2025)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditors, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Peter Moss

Director

Date: 22 April 2026

Page 1


NORDAN RED SYSTEMS LTD

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

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

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 2


NORDAN RED SYSTEMS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORDAN RED SYSTEMS LTD

Opinion

We have audited the financial statements of Nordan Red Systems Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated profit and loss account, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Page 3


NORDAN RED SYSTEMS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORDAN RED SYSTEMS LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the 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 the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report.

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

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

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

∙we have not received all the information and explanations we require for our audit; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Group strategic report.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 2, 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.

Page 4


NORDAN RED SYSTEMS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORDAN RED SYSTEMS LTD (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

∙Management override of controls to manipulate the Company’s key performance indicators to meet targets

∙Timing of revenue recognition

∙Management judgements applied in calculating provisions

∙Compliance with relevant laws and regulations which may impact on the financial statements and those that
the company needs to comply with for the purpose of trading

Our audit procedures to respond to these risks included:

∙Testing journal entries and other adjustments for appropriateness

∙Testing a sample of sales transactions, tracing to source documents and vouching recognition is in the
correct period

∙Evaluating the business rationale of significant transactions outside the normal course of business

∙Reviewing judgements made by management in their calculation of accounting estimates for potential
management bias

∙Enquiries of management about litigation and claims and inspection of relevant correspondence

∙Reviewing legal and professional fees to identify indicators of actual or potential litigation, claims and any
non-compliance with laws and regulations

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Other matters

The financial statements of the company for the year ended 31 December 2024 were prepared under the exemptionfrom audit under Section 477 of the Companies Act 2006, and therefore the prior year figures were not subject to audit.

Page 5


NORDAN RED SYSTEMS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORDAN RED SYSTEMS LTD (CONTINUED)

Use of our report

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

Stuart Rose (Senior statutory auditor)

for and on behalf of

AAB Audit & Accountancy Limited

Statutory Auditor

81 George Street

Edinburgh

EH2 3ES

22 April 2026

Page 6


NORDAN RED SYSTEMS LTD

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	17,592,538	20,424,601
Cost of sales	(12,898,880)	(15,814,319)
Gross profit	4,693,658	4,610,282
Administrative expenses	(3,381,028)	(3,094,779)
Other operating income	13,152	13,152
Operating profit	1,325,782	1,528,655
Interest receivable and similar income	17,623	2,018
Interest payable and similar expenses	(31,408)	(36,086)
Profit before tax	1,311,997	1,494,587
Tax on profit	(345,511)	(360,497)
Profit for the financial year	966,486	1,134,090

Profit for the year attributable to:
Non-controlling interests	30,357	72,860
Owners of the Parent Company	936,129	1,061,230
	966,486	1,134,090

The notes on pages 14 to 25 form part of these financial statements.

Page 7


NORDAN RED SYSTEMS LTD REGISTERED NUMBER:06014409

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	6		341,120		352,083
			341,120		352,083
Current assets
Stocks	8	528,228		564,720
Debtors: amounts falling due within one year	9	2,071,667		3,481,296
Cash at bank and in hand	10	2,202,745		1,819,725
		4,802,640		5,865,741
Creditors: amounts falling due within one year	11	(1,752,235)		(3,240,801)
Net current assets			3,050,405		2,624,940
Total assets less current liabilities			3,391,525		2,977,023
Creditors: amounts falling due after more than one year	12		(20,207)		(52,449)
Provisions for liabilities
Deferred taxation	14	(75,048)		(79,569)
			(75,048)		(79,569)
Net assets			3,296,270		2,845,005

Page 8


NORDAN RED SYSTEMS LTD REGISTERED NUMBER:06014409

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Capital and reserves
Called up share capital	161,700	151,800
Share premium account	96,129	-
Profit and loss account	3,169,420	2,700,341
Equity attributable to owners of the Parent Company	3,427,249	2,852,141
Non-controlling interests	(130,979)	(7,136)
	3,296,270	2,845,005

The Company's financial statements have been prepared in accordance with the 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:

Peter Moss

Director

Date: 22 April 2026

The notes on pages 14 to 25 form part of these financial statements.

Page 9


NORDAN RED SYSTEMS LTD REGISTERED NUMBER:06014409

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	6		209,144		201,081
Investments	7		669,000		301,750
			878,144		502,831
Current assets
Stocks	8	516,800		564,720
Debtors: amounts falling due within one year	9	2,050,076		3,498,457
Cash at bank and in hand	10	1,642,415		1,439,668
		4,209,291		5,502,845
Creditors: amounts falling due within one year	11	(1,637,701)		(3,192,662)
Net current assets			2,571,590		2,310,183
Total assets less current liabilities			3,449,734		2,813,014

Creditors: amounts falling due after more than one year	12		(20,207)		(52,449)
Provisions for liabilities
Deferred taxation	14	(50,286)		(50,270)
			(50,286)		(50,270)
Net assets excluding pension asset			3,379,241		2,710,295
Net assets			3,379,241		2,710,295

Page 10


NORDAN RED SYSTEMS LTD REGISTERED NUMBER:06014409

COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2025

	2025	2024
Note	£	£

Capital and reserves
Called up share capital		161,700		151,800
Share premium account		96,129		-
Profit and loss account brought forward	2,558,495		1,940,179
Profit for the year	662,917		726,649
Dividends: Equity Capital	(100,000)		(108,333)
Profit and loss account carried forward		3,121,412		2,558,495
		3,379,241		2,710,295

The Company's financial statements have been prepared in accordance with the 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:

Peter Moss

Director

Date: 22 April 2026

The notes on pages 14 to 25 form part of these financial statements.

Page 11


NORDAN RED SYSTEMS LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 January 2024	151,800	-	1,747,444	1,899,244	36,004	1,935,248
Comprehensive income for the year
Profit for the year	-	-	1,061,230	1,061,230	72,860	1,134,090
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(108,333)	(108,333)	(116,000)	(224,333)

At 1 January 2025	151,800	-	2,700,341	2,852,141	(7,136)	2,845,005
Comprehensive income for the year
Profit for the year	-	-	936,129	936,129	30,357	966,486
Total comprehensive income for the year	-	-	936,129	936,129	30,357	966,486
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(100,000)	(100,000)	(154,000)	(254,000)
Shares issued during the year	9,900	96,129	-	106,029	-	106,029
Acquisition of NCI	-	-	(367,050)	(367,050)	(200)	(367,250)
At 31 December 2025	161,700	96,129	3,169,420	3,427,249	(130,979)	3,296,270

The notes on pages 14 to 25 form part of these financial statements.

Page 12


NORDAN RED SYSTEMS LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	151,800	-	1,940,179	2,091,979

Profit for the year	-	-	726,649	726,649
Dividends: Equity capital	-	-	(108,333)	(108,333)

At 1 January 2025	151,800	-	2,558,495	2,710,295

Profit for the year	-	-	662,917	662,917
Dividends: Equity capital	-	-	(100,000)	(100,000)
Shares issued during the year	9,900	96,129	-	106,029
At 31 December 2025	161,700	96,129	3,121,412	3,379,241

The notes on pages 14 to 25 form part of these financial statements.

Page 13


NORDAN RED SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Red Systems Limited is a limited liability company incorporated in England. The registered office is Plot L, Clayhill Industrial Estate, Neston, Wirral, United Kingdom, CH64 3RU.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The directors have prepared financial projections that take account of information available on committed contracts and anticipated tenders being converted. The forecasts have also taken account of potential risks arising from the market and wider economic conditions and considered sensitivities arising from plausible downside scenarios from rising operating costs. The financial projections demonstrate the Group is forecast to generate profits and cash in the year ending 31 December 2026 and beyond and that the Group has sufficient cash reserves to enable the Group to meet its obligations as they fall due for a period of at least 12 months from the date of signing of these financial statements.

As such, the directors are satisfied that the Group has adequate resources to continue to operate for the foreseeable future and therefore continue to adopt the going concern basis for preparing these financial statements.

Page 14


NORDAN RED SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Consolidated profit and loss account in the same period as the related expenditure.

Page 15


NORDAN RED SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position.

2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 16


NORDAN RED SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line and reducing balance method.

Depreciation is provided on the following basis:

Leasehold improvements	-	25%	reducing balance
Plant and machinery	-	25%	straight line
Motor vehicles	-	25%	straight line
Fixtures and fittings	-	25%	straight line
Office equipment	-	20%	straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.15

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.

2.16

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.

2.17

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 17


NORDAN RED SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance Sheet date and the amounts reported during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following judgements and estimates have had the most significant impact on amounts recognised in the financial statements.

Long-term contracts

In recognising profit on long-term contracts that span the year end, an estimate is required of the expected margin on individual projects (where the final outcome can be assessed with reasonable certainty). The estimate is determined by using professional judgement and all information available at the time. Where a contract is identified as loss making, provision is recognised for the full and final extent of the expected losses. Judgement is exercised in quantifying future costs to complete a project to determine this loss provision.

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements

25,000

Page 18


NORDAN RED SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Average employees	49	47	36	35

6.	Tangible fixed assets
	Group

	Leasehold Improvements	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2025	123,368	149,750	263,745	51,204	77,506	665,573
Additions	19,759	7,145	149,460	-	32,234	208,598
Disposals	-	-	(162,844)	-	-	(162,844)
At 31 December 2025	143,127	156,895	250,361	51,204	109,740	711,327
Depreciation
At 1 January 2025	83,419	48,318	121,623	22,323	37,807	313,490
Charge for the year on owned assets	14,117	38,281	52,280	12,801	15,429	132,908
Disposals	-	-	(76,191)	-	-	(76,191)
At 31 December 2025	97,536	86,599	97,712	35,124	53,236	370,207
Net book value
At 31 December 2025	45,591	70,296	152,649	16,080	56,504	341,120
At 31 December 2024	39,949	101,432	142,122	28,881	39,699	352,083

Page 19


NORDAN RED SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

6.Tangible fixed assets (continued)

	Company

	Long-term leasehold property	Motor vehicles	Office equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2025	123,368	235,371	77,506	436,245
Additions	19,759	111,470	17,487	148,716
Disposals	-	(134,470)	-	(134,470)
At 31 December 2025	143,127	212,371	94,993	450,491
Depreciation
At 1 January 2025	83,419	113,938	37,807	235,164
Charge for the year on owned assets	14,117	42,211	13,041	69,369
Disposals	-	(63,186)	-	(63,186)
At 31 December 2025	97,536	92,963	50,848	241,347
Net book value
At 31 December 2025	45,591	119,408	44,145	209,144
At 31 December 2024	39,949	121,433	39,699	201,081

The net book value of land and buildings may be further analysed as follows:
	2025	2024
	£	£

Long leasehold	45,591	39,949
	45,591	39,949

Page 20


NORDAN RED SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	301,750
	Additions	367,250
	At 31 December 2025	669,000

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Red Optimal Limited	Plot L Buildwas Road, Clayhill Light Industrial Park, Neston, United Kingdom	Ordinary	90%
Red Open Limited	Plot L Buildwas Road, Clayhill Light Industrial Park, Neston, United Kingdom	Ordinary	90%
Redline Facades Limited	Plot L Buildwas Road, Clayhill Light Industrial Park, Neston, United Kingdom	Ordinary	90%

The directors have elected to apply a parent company guarantee under s479A of the Companies Act 2006 to its subsidiaries: Red Optimal Limited (04376549), Red Open Limited (12920946), Redline Facades Limited (14807354).

Consequently, these companies are exempt from the audit requirement for the financial year ending 31
December 2025.

8.	Stocks
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Raw materials and consumables	528,228	564,720	516,800	564,720
	528,228	564,720	516,800	564,720

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 21


NORDAN RED SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Other debtors	62,960	146,796	62,105	134,040
Prepayments and accrued income	1,235,672	1,432,020	1,218,522	1,262,230
Amounts recoverable on long-term contracts	773,035	1,902,480	769,449	2,102,187
	2,071,667	3,481,296	2,050,076	3,498,457

10.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	2,202,745	1,819,725	1,642,415	1,439,668
	2,202,745	1,819,725	1,642,415	1,439,668

11.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	533,317	1,755,579	515,193	1,650,848
Amounts owed to group undertakings	-	-	53,811	55,699
Amounts owed to associates	3,664	24,007	3,664	24,007
Corporation tax	193,993	346,222	90,952	245,182
Other taxation and social security	181,264	60,269	96,270	126,794
Obligations under finance lease and hire purchase contracts	32,963	74,526	32,963	53,685
Other creditors	472,589	288,383	461,919	417,243
Accruals and deferred income	334,445	691,815	382,929	619,204
	1,752,235	3,240,801	1,637,701	3,192,662

Page 22


NORDAN RED SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Net obligations under finance leases and hire purchase contracts	20,207	52,449	20,207	52,449
	20,207	52,449	20,207	52,449

13.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Within one year	32,963	53,685	20,207	53,685
Between 1-5 years	20,207	52,449	32,963	52,449
	53,170	106,134	53,170	106,134

Page 23


NORDAN RED SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Deferred taxation
	Group

		2025
		£

	At beginning of year	(79,569)
	Charged to profit or loss	4,521
	At end of year	(75,048)

Company

		2025
		£

	At beginning of year	(50,270)
	Charged to profit or loss	(16)
	At end of year	(50,286)

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

	Accelerated capital allowances	(75,048)	(79,569)	(50,286)	(50,270)
		(75,048)	(79,569)	(50,286)	(50,270)

15.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions totalling £12,315 (2024 - £10,461) were payable to the fund at the balance sheet date and are included in creditors.

Page 24


NORDAN RED SYSTEMS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Commitments under operating leases
	At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Not later than 1 year	93,862	77,730	42,551	42,551
Later than 1 year and not later than 5 years	232,825	53,718	11,167	53,718
	326,687	131,448	53,718	96,269

17.

Related party transactions

Red Jam Ltd is a company related by virtue of directors in common. During the year, the company made purchases from Red Jam Ltd amounting to £43,963 (2024: £109,455). The balance due to Red Jam Ltd as at 31 December 2025 was £3,663 (2024: £24,015).

During the year, the company purchased an additional 15% of the share capital of Red Open Limited for £142,650.

Also during the year, the company made purchases from Red Open Limited amounting to £830,503 (2024: £935,952). The balance due to Red Open Limited as at 31 December 2025 was £34,201 (2024: £55,699).

During the year, the company purchased an additional 15% of the share capital of Red Optimal Limited for £194,850.

Also during the year, the company made sales to Red Optimal Limited of £258,409 (2024: £333,703) and purchases from Red Optimal Limited of £1,437,988 (2024: £1,235,912). The balance due to Red Optimal Limited as at 31 December 2025 was £8,398 (2024: £nil).

During the year, the company purchased an additional 15% of share capital in Redline Facades Limited for £29,750.

Also during the year, the company made purchases from Redline Facades Limited amounting to £362,565 (2024: £nil). The balance due to Redline Facades Limited as at 31 December 2025 was £11,212 (2024: £nil).

18.	Controlling party

Subsequent to the year end and prior to the approval of the financial statements 99,900 shares equating to 61.78% of the company's share capital was acquired by Nordan UK Ltd, a company incorporated in Scotland.

Page 25