Caseware UK (AP4) 2024.0.164 2024.0.164 2025-07-312025-07-312025-07-31No description of principal activityfalse42024-08-01false4falsefalse SC482952 2024-08-01 2025-07-31 SC482952 2023-08-01 2024-07-31 SC482952 2025-07-31 SC482952 2024-07-31 SC482952 2023-08-01 SC482952 c:Director1 2024-08-01 2025-07-31 SC482952 c:Director2 2024-08-01 2025-07-31 SC482952 c:Director3 2024-08-01 2025-07-31 SC482952 c:Director4 2024-08-01 2025-07-31 SC482952 c:RegisteredOffice 2024-08-01 2025-07-31 SC482952 d:Buildings 2024-08-01 2025-07-31 SC482952 d:Buildings d:LongLeaseholdAssets 2024-08-01 2025-07-31 SC482952 d:MotorVehicles 2024-08-01 2025-07-31 SC482952 d:FurnitureFittings 2024-08-01 2025-07-31 SC482952 d:OfficeEquipment 2024-08-01 2025-07-31 SC482952 d:OtherPropertyPlantEquipment 2024-08-01 2025-07-31 SC482952 d:Goodwill 2024-08-01 2025-07-31 SC482952 d:OtherResidualIntangibleAssets 2024-08-01 2025-07-31 SC482952 d:CurrentFinancialInstruments 2025-07-31 SC482952 d:CurrentFinancialInstruments 2024-07-31 SC482952 d:CurrentFinancialInstruments d:WithinOneYear 2025-07-31 SC482952 d:CurrentFinancialInstruments d:WithinOneYear 2024-07-31 SC482952 d:ShareCapital 2025-07-31 SC482952 d:ShareCapital 2024-07-31 SC482952 d:ShareCapital 2023-08-01 SC482952 d:CapitalRedemptionReserve 2024-08-01 2025-07-31 SC482952 d:RevaluationReserve 2024-08-01 2025-07-31 SC482952 d:RetainedEarningsAccumulatedLosses 2024-08-01 2025-07-31 SC482952 d:RetainedEarningsAccumulatedLosses 2025-07-31 SC482952 d:RetainedEarningsAccumulatedLosses 2023-08-01 2024-07-31 SC482952 d:RetainedEarningsAccumulatedLosses 2024-07-31 SC482952 d:RetainedEarningsAccumulatedLosses 2023-08-01 SC482952 c:OrdinaryShareClass1 2024-08-01 2025-07-31 SC482952 c:OrdinaryShareClass1 2025-07-31 SC482952 c:OrdinaryShareClass1 2024-07-31 SC482952 c:OrdinaryShareClass2 2024-08-01 2025-07-31 SC482952 c:OrdinaryShareClass2 2025-07-31 SC482952 c:OrdinaryShareClass2 2024-07-31 SC482952 c:OrdinaryShareClass3 2024-08-01 2025-07-31 SC482952 c:OrdinaryShareClass3 2025-07-31 SC482952 c:OrdinaryShareClass3 2024-07-31 SC482952 c:OrdinaryShareClass4 2024-08-01 2025-07-31 SC482952 c:OrdinaryShareClass4 2025-07-31 SC482952 c:OrdinaryShareClass4 2024-07-31 SC482952 c:FRS102 2024-08-01 2025-07-31 SC482952 c:Audited 2024-08-01 2025-07-31 SC482952 c:FullAccounts 2024-08-01 2025-07-31 SC482952 c:PrivateLimitedCompanyLtd 2024-08-01 2025-07-31 SC482952 d:Subsidiary1 2024-08-01 2025-07-31 SC482952 d:Subsidiary1 1 2024-08-01 2025-07-31 SC482952 d:Subsidiary2 2024-08-01 2025-07-31 SC482952 d:Subsidiary2 1 2024-08-01 2025-07-31 SC482952 d:Subsidiary3 2024-08-01 2025-07-31 SC482952 d:Subsidiary3 1 2024-08-01 2025-07-31 SC482952 d:Subsidiary5 2024-08-01 2025-07-31 SC482952 d:Subsidiary5 1 2024-08-01 2025-07-31 SC482952 d:Subsidiary6 2024-08-01 2025-07-31 SC482952 d:Subsidiary6 1 2024-08-01 2025-07-31 SC482952 d:Subsidiary7 2024-08-01 2025-07-31 SC482952 d:Subsidiary7 1 2024-08-01 2025-07-31 SC482952 d:Subsidiary8 2024-08-01 2025-07-31 SC482952 d:Subsidiary8 1 2024-08-01 2025-07-31 SC482952 c:Consolidated 2025-07-31 SC482952 c:ConsolidatedGroupCompanyAccounts 2024-08-01 2025-07-31 SC482952 2 2024-08-01 2025-07-31 SC482952 4 2024-08-01 2025-07-31 SC482952 5 2024-08-01 2025-07-31 SC482952 6 2024-08-01 2025-07-31 SC482952 e:PoundSterling 2024-08-01 2025-07-31 xbrli:shares iso4217:GBP xbrli:pure
Company Registration Number: SC482952



















ECO-GENICS (HOLDINGS) LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025













img2f92.png

 
ECO-GENICS (HOLDINGS) LTD
 

COMPANY INFORMATION


Directors
Mr E J Black 
Mrs N Black 
Ms D Daly 
Mr M C Jefferson 




Registered number
SC482952



Registered office
6 Annan Business Park Way

Annan

Dumfries And Galloway

DG12 6TZ




Independent auditors
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors

James Watson House

Montgomery Way

Rosehill

Carlisle

Cumbria

CA1 2UU





 
ECO-GENICS (HOLDINGS) LTD
 

CONTENTS



Page
Group strategic report
 
 
1 - 5
Directors' report
 
 
6 - 7
Independent auditors' report
 
 
8 - 11
Consolidated statement of comprehensive income
 
 
12
Consolidated statement of financial position
 
 
13 - 14
Company statement of financial position
 
 
15
Consolidated statement of changes in equity
 
 
16
Company statement of changes in equity
 
 
17
Consolidated statement of cash flows
 
 
18 - 19
Consolidated analysis of net debt
 
 
20
Notes to the financial statements
 
 
21 - 44


 
ECO-GENICS (HOLDINGS) LTD
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2025

Introduction
 
The directors present their Strategic Report for Eco-Genics (Holdings) Ltd for the year ended 31 July 2025.

Business review and group structure
 
Eco-Genics (Holdings) Ltd is a holding company.
Eco-Process Solutions Limited is a 100% wholly owned subsidiary. Its principal activity is that of solutions providing business.
Eco-Genics Ltd is a 100% wholly owned subsidiary. Its principal activity is that of other cleaning services. The Dry Ice and Workspace divisions are within Eco-Genics Ltd.
Dry Ice GB Ltd is a 100% wholly owned non-trading subsidiary.
Eco Workspace Limited which is a 100% wholly owned non-trading subsidiary.
Eco Communications Limited which is a 100% wholly owned non-trading subsidiary.
Eco-Training Systems Limited which is a 100% wholly owned non-trading subsidiary.
VASO Build Limited which is a 60% wholly owned non-trading subsidiary.
Integrity Office Limited which is a 100% wholly owned subsidiary of Eco-Genics Ltd. Its principal activity is that of IT Solutions and Connectivity Provision. The IT services, Communications and Training Systems divisions are within Integrity Office Limited
The directors present a balanced and comprehensive review of the development and performance of the Group during the year and the company's position at the year end.
Strategic Growth, and External Recognition
In the reporting period, Eco Group continued to participate in the prestigious Scale Up Scotland 2.0 programme, delivered by The Hunter Foundation in partnership with the Scottish National Investment Bank. This initiative supports Scotland’s most ambitious and high-growth businesses as they scale towards revenues exceeding £100 million.
Our inclusion in this programme is a powerful endorsement of our business model, leadership strength, and long-term growth potential. It reflects the confidence of respected national institutions in our ability to deliver sustainable economic value, foster innovation, and contribute meaningfully to Scotland’s entrepreneurial landscape.
Participation in Scale Up Scotland 2.0 continued throughout this year and has proved more valuable than anticipated last year in the way it provided us with access to world-class mentorship, strategic consultancy, and a peer network of high-performing businesses. These resources were and are instrumental in sharpening our strategic focus, enhancing governance, and accelerating our journey toward market leadership.
Our Vision
At Eco Group, our vision is to build a resilient, innovative, and globally competitive business that delivers exceptional value to our customers, empowers our people, and drives positive economic and social impact across Scotland and beyond.
This recognition not only validates our achievements to date but also reinforces our commitment to scaling with purpose, guided by strong values and a clear strategic direction.
Eco Dry-Ice Cleaning
 
Page 1

 
ECO-GENICS (HOLDINGS) LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025

Dry Ice Blasting, also known as cryogenic blasting, is the leading-edge sustainable, environmentally friendly technology that uses dry ice to clean all types of surfaces and machinery. In 2021, there was a raw material price increase and again in September 2022 affecting the cost of dry-ice production which rose by over 300%, this impacted one of the Eco Groups core businesses; the revenue in the year to July 2025 has risen by 82% from 2024, and margin has dropped marginally by 2%, but still a significant contributor to the group.
.
Eco Projects
The Eco Projects team of skilled in-house professionals; in the year to July 2025, they have primarily continued to focus on project management, specifically supporting our IT division in delivering some large contract work for the NHS taking care of the entire process - removing the stress of juggling contractors, regulations, budget constraints, suppliers and timescales. They have still maintained the delivery of high-quality refurbishment and fit outs for local businesses. This divisions turnover has increased tenfold, but purely in the project management area within the Eco Group but the future developments for this division are very positive.
Eco Process Solutions
Eco Process continued addressing inefficiencies for blue chip clients that slow productivity and growth and implemented bespoke industrial solutions to accelerate their requirements, aiding efficiency and profitability. 
Revenue in this division grew by over 14% in the year to July 2025, whilst maintaining its margins.
Integrity Office IT Solutions
Integrity continued to offer its core IT solutions which include the designing, supply, support and install of IT and comms systems to suit all types and sizes of businesses.
The focus in the last year has been in the development and expansion in the cyber security area.
Overall, Integrity turnover actually dropped by 14%, but gross margin increased by 1.2%. We continue to move into new IT and connectivity solutions referenced in the future strategy section of this report, we anticipate more growth, in different areas.
EcoGoZero
The EcoGoZero division continued with most emphasis being moved in this area to the VASO Project. This along with more time invested in social values is where the Eco Group are still focusing for the future. We still have several innovative technologies we have invested in; these are primarily in sectors where we have previous knowledge to source support and develop, and are mainly focused in energy management software, and construction from recycled materials. Being an innovative solutions business, we are developing a range of world-first green technologies and have been chosen as the UK’s first exclusive partner by the Sirolli Institute the globally renowned business gurus.

Page 2

 
ECO-GENICS (HOLDINGS) LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025

Principal risks and uncertainties
 
Management continually monitor the key risks facing the Group together with assessing the controls used for managing risks. The directors agree policies for managing the risks arising from the Group's financial instruments. These are as follows:
• Cyber security events resulting in operational disruption or a breach in confidential or sensitive data. As a
  group including Integrity Office Ltd, we are better prepared than most in this risk category, and with their
  support mitigating this risk as much as reasonably possible.
• Breach of regulation or occurrence of a major health, safety or environmental incident.
• Supply chain disruption.
• Failure to grow market share and seize new opportunities, as well as realising the benefits of strategic
  acquisitions.
• Insufficient bandwidth of key people and failure to attract the right people to our roles.
• Over-reliance on specific income streams.
• Unexpected financial expenditure and credit risk.
 

Page 3

 
ECO-GENICS (HOLDINGS) LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025

Financial key performance indicators
 
Management use a range of performance measures to monitor and manager the Group. The directors consider the key financial performance indicators are those that communicate the financial performance and strength of the Group as a whole; each individual division or business in the Eco Group has its own unique sets of measures, used to evaluate performance and progress. These measures are monitored on a quarterly basis and are revised accordingly to meet annual targets and budgets.
Key targets are based on turnover growth and market share per group company broken down into individual proposition. Summarised as follows: turnover, EBITDA, profitability before taxation and net assets/(liabilities).
     
2025  2024
     £m  £m
Turnover    6.5  6.4
EBITDA    2.1  1.0
Profit/(Loss) before tax  0.9  (0.4)
Net assets/(liabilities)  (0.5)  (1.0)

Fair Work Environment
Eco Group is a fair work employer and is a company that can provide stability and security, we have an amazing team with a wealth of knowledge and experience, we encourage development and embrace ideas. We aspire to change business for good by championing people and embedding our purpose, principles and values in all existing and new business investments.
Team Eco strives to enrich our own business, our people and our clients' businesses.
We lead by example – what we do shows who we are.
We are a family-owned group of companies with a well-recognised and respected brand.
Future Developments
Eco Dry-Ice Cleaning
Dry Ice Blasting, going forward due to the continued instability in the current economic climate, as last year,  one of the strengths of dry ice cleaning is its ability to prolong the use of equipment cost effectively, by regular cleaning and inclusion of this in the maintenance program. We are still seeing a requirement for this and a slower increase in orders, but an increase none the less. This is still a significant division for the Eco Group, along with the recovery in the cost pricing the future for dry-ice cleaning looks very positive. The Turnover in the year to July 2026, has been maintained at the 2025 level, the gross margin is slightly down but is still a significant contributor to the group.
Eco Projects
The Eco Projects division has continued to primarily focuses on supporting the Eco Group as project managers, with larger clients across the group the requirement for the skill set this team brings to the table enables the group to run more effectively, and this is the way forward for this highly qualified expert team. As forecasted last year more time from this division has been spent on the managing of the manufacturing opportunity of construction materials, under the name of Vaso.
Eco Process Solutions
Eco Process has continued to grow as a solutions providing business to blue chip global organisations, in the year to date in 2026 the revenue was maintained to the new higher level established in 2025 and continues to establish itself with more opportunities in the UK and further afield.
Integrity Office IT Solutions
Integrity as last year has increased its portfolio of clients and taken on significant contracts in the year. Its
relationship with providing services to the NHS, stemming from their support during Covid has grown again, and since the legislation changes regarding new Social Value Point of View and have a requirement to use local
 
Page 4

 
ECO-GENICS (HOLDINGS) LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025

suppliers. It has strengthened our relationship as the local partner in this area for some of the larger framework partners to fulfil their requirements. Integrity continued to invest time and effort in building on its t cyber security division, called Resilience. This division has been created to support local businesses it provides insights into possible security flaws from an attacker's perspective, but once business owners have put themselves through this testing and fixed any weaknesses, they will be able to rest a lot easier.
Overall, in the year to July 2025, there is a slight drop in Turnover, mainly due to the drop in hardware sales, but the other portfolio products referenced have actually increased the gross margin in this period by 4%.
VASO Developments
We have focused and invested significant resources into the development of the manufacturing of our own product for the construction industry from recycled materials, in excess of £800,000 has been spent to date. We have gained significant traction, and progress has been made in this area and will be in production Q2 2026.
 


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



Mr E J Black
Director

Date: 20 February 2026

Page 5

 
ECO-GENICS (HOLDINGS) LTD
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2025

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

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £942,150 (2024 - loss £297,968).

During the year ended 31 July 2025 the directors paid a dividend of £Nil (2024 - £Nil).

Directors

The directors who served during the year were:

Mr E J Black 
Mrs N Black 
Ms D Daly 
Mr M C Jefferson 

Matters covered in the Group strategic report

The company has chosen to set out in the company's strategic report information required to be contained in the director's report, in respect of financial instruments and future developments.

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.

Page 6

 
ECO-GENICS (HOLDINGS) LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025

Auditors

The auditorsArmstrong Watson Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





Mr E J Black
Director

Date: 20 February 2026

Page 7

 
ECO-GENICS (HOLDINGS) LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ECO-GENICS (HOLDINGS) LTD
 

Opinion


We have audited the financial statements of Eco-Genics (Holdings) Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 July 2025, which comprise the Consolidated statement of comprehensive income , the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 July 2025 and of the Group's 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 8

 
ECO-GENICS (HOLDINGS) LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ECO-GENICS (HOLDINGS) LTD (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 6, 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 9

 
ECO-GENICS (HOLDINGS) LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ECO-GENICS (HOLDINGS) 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 obtained an understanding of laws and regulations that affect the company, focusing on those that
had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws
and regulations that we identified included the UK Companies Act, tax legislation and employment
legislation.
• We enquired of the directors and reviewed correspondence with HMRC for evidence of non-compliance
with relevant laws and regulations. We also reviewed controls the directors have in place to ensure
compliance.
• We gained an understanding of the controls that the directors have in place to prevent and detect fraud.
We enquired of the directors about any incidences of fraud that had taken place during the accounting
period.
• The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit
team and tests were planned and performed to address these risks. We identified the potential for fraud in
the following areas: revenue recognition and management override of controls.
• We reviewed financial statements disclosures and tested to supporting documentation to assess
compliance with relevant laws and regulations discussed above.
• We enquired of the directors and third-party advisors about actual and potential litigation and claims.
• We performed analytical procedures to identify any unusual or unexpected relationships that might
indicate risks of material misstatement due to fraud.
• In addressing the risk of fraud due to management override of internal controls we tested the
appropriateness of journal entries and assessed whether the judgements made in making accounting
estimates were indicative of a potential bias.


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


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


Page 10

 
ECO-GENICS (HOLDINGS) LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ECO-GENICS (HOLDINGS) LTD (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Joanna Gray (Senior statutory auditor)
  
for and on behalf of
Armstrong Watson Audit Limited
 
Chartered Accountants & Statutory Auditors
  
Carlisle

20 February 2026
Page 11

 
ECO-GENICS (HOLDINGS) LTD
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2025

2025
2024
Note
£
£

  

Turnover
 4 
6,484,399
6,390,777

Cost of sales
  
(3,157,149)
(3,413,979)

Gross profit
  
3,327,250
2,976,798

Distribution costs
  
(134,609)
(181,715)

Administrative expenses
  
(2,165,927)
(2,357,638)

Other operating income
 5 
142,858
204,006

Exceptional item
  
789,450
-

Operating profit
 6 
1,959,022
641,451

Interest receivable and similar income
 10 
206
791

Interest payable and similar expenses
 11 
(971,212)
(1,063,986)

Profit/(loss) before taxation
  
988,016
(421,744)

Tax on profit/(loss)
 12 
(45,866)
123,776

Profit/(loss) for the financial year
  
942,150
(297,968)

  

Unrealised deficit on revaluation of tangible fixed assets
  
(400,000)
(100,000)

Other comprehensive income for the year
  
(400,000)
(100,000)

Total comprehensive income for the year
  
542,150
(397,968)

Profit/(loss) for the year attributable to:
  

Owners of the Parent Company
  
942,150
(297,968)

  
942,150
(297,968)

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

The notes on pages 21 to 44 form part of these financial statements.

Page 12

 
ECO-GENICS (HOLDINGS) LTD
REGISTERED NUMBER: SC482952

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 13 
236,969
273,183

Tangible assets
 14 
6,389,660
6,906,513

  
6,626,629
7,179,696

Current assets
  

Stocks
 16 
177,241
102,073

Debtors: amounts falling due within one year
 17 
2,548,599
1,820,578

Cash at bank and in hand
 18 
115,880
197,307

  
2,841,720
2,119,958

Creditors: amounts falling due within one year
 19 
(4,519,079)
(3,290,565)

Net current liabilities
  
 
 
(1,677,359)
 
 
(1,170,607)

Total assets less current liabilities
  
4,949,270
6,009,089

Creditors: amounts falling due after more than one year
 20 
(5,321,489)
(6,970,303)

Provisions for liabilities
  

Deferred taxation
 23 
(121,305)
(74,460)

  
 
 
(121,305)
 
 
(74,460)

Net liabilities
  
(493,524)
(1,035,674)

Page 13

 
ECO-GENICS (HOLDINGS) LTD
REGISTERED NUMBER: SC482952

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JULY 2025

2025
2024
Note
£
£

Capital and reserves
  

Called up share capital 
 24 
5
5

Revaluation reserve
 25 
248,042
648,042

Capital redemption reserve
 25 
80
80

Profit and loss account
 25 
(741,651)
(1,683,801)

  
(493,524)
(1,035,674)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Mr E J Black
Director

Date: 20 February 2026

The notes on pages 21 to 44 form part of these financial statements.

Page 14

 
ECO-GENICS (HOLDINGS) LTD
REGISTERED NUMBER: SC482952

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 15 
513
513

  
513
513

Current assets
  

Debtors: amounts falling due within one year
 17 
-
100

Cash at bank and in hand
 18 
198
391

  
198
491

Creditors: amounts falling due within one year
 19 
(181,521)
(143,176)

Net current liabilities
  
 
 
(181,323)
 
 
(142,685)

Total assets less current liabilities
  
(180,810)
(142,172)

  

  

Net liabilities
  
(180,810)
(142,172)


Capital and reserves
  

Called up share capital 
 24 
5
5

Profit and loss account
 25 
(180,815)
(142,177)

  
(180,810)
(142,172)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Mr E J Black
Director

Date: 20 February 2026

The notes on pages 21 to 44 form part of these financial statements.

Page 15
 

 
ECO-GENICS (HOLDINGS) LTD


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025



Called up share capital
Capital redemption reserve
Revaluation reserve
Profit and loss account
Equity attributable to owners of Parent Company
Total equity


£
£
£
£
£
£



At 1 August 2023
5
80
748,042
(1,385,833)
(637,706)
(637,706)





Loss for the year
-
-
-
(297,968)
(297,968)
(297,968)


Deficit on revaluation of plant and machinery
-
-
(100,000)
-
(100,000)
(100,000)





At 1 August 2024
5
80
648,042
(1,683,801)
(1,035,674)
(1,035,674)





Profit for the year
-
-
-
942,150
942,150
942,150


Deficit on revaluation of plant and machinery
-
-
(400,000)
-
(400,000)
(400,000)



At 31 July 2025
5
80
248,042
(741,651)
(493,524)
(493,524)



The notes on pages 21 to 44 form part of these financial statements.

Page 16
 
ECO-GENICS (HOLDINGS) LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 August 2023
5
104
109



Loss for the year
-
(142,281)
(142,281)



At 1 August 2024
5
(142,177)
(142,172)



Loss for the year
-
(38,638)
(38,638)


At 31 July 2025
5
(180,815)
(180,810)


The notes on pages 21 to 44 form part of these financial statements.

Page 17

 
ECO-GENICS (HOLDINGS) LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2025

2025
2024
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
942,150
(297,968)

Adjustments for:

Amortisation of intangible assets
36,214
40,890

Depreciation of tangible assets
271,119
284,334

Loss on disposal of tangible assets
5,013
13,297

Government grants
(142,471)
(203,895)

Interest paid
971,212
1,063,986

Interest received
(206)
(791)

Taxation charge
46,845
(123,776)

(Increase) in stocks
(75,168)
(25,339)

(Increase)/decrease in debtors
(728,021)
366,606

Increase in creditors
693,132
185,639

Corporation tax received
-
69,120

Net cash generated from operating activities

2,019,819
1,372,103


Cash flows from investing activities

Development of intangible fixed assets
-
(54,357)

Purchase of tangible fixed assets
(159,279)
(57,392)

Interest received
206
791

Net cash from investing activities

(159,073)
(110,958)

Cash flows from financing activities

New secured loans
5,604,218
-

Repayment of loans
(6,481,125)
-

Repayment of/new finance leases
(94,054)
(97,082)

Interest paid
(971,212)
(1,063,986)

Net cash used in financing activities
(1,942,173)
(1,161,068)

Net (decrease)/increase in cash and cash equivalents
(81,427)
100,077

Cash and cash equivalents at beginning of year
197,307
97,230

Cash and cash equivalents at the end of year
115,880
197,307


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
115,880
197,307

115,880
197,307


Page 18

 
ECO-GENICS (HOLDINGS) LTD
 
The notes on pages 21 to 44 form part of these financial statements.

Page 19

 
ECO-GENICS (HOLDINGS) LTD
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JULY 2025




At 1 August 2024
Cash flows
At 31 July 2025
£

£

£

Cash at bank and in hand

197,307

(81,427)

115,880

Bank overdrafts

(297,856)

275,044

(22,812)

Debt due after 1 year

(6,615,834)

1,488,318

(5,127,516)

Debt due within 1 year

(403,608)

(820,670)

(1,224,278)

Finance leases

(300,058)

(4,985)

(305,043)


(7,420,049)
856,280
(6,563,769)

The notes on pages 21 to 44 form part of these financial statements.

Page 20

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

1.


General information

Eco-Genics (Holdings) Ltd is a private company limited by shares incorporated in Scotland, registration number SC482952. Its registered office is 6 Annan Business Park Way, Annan, Dumfries and Galloway, Scotland, DG12 6TZ.
The principal activity of the company during the year was that of a holding company to a trading group. The principal activities of the group's trading subsidiaries are the provision of dry ice blasting services, communication software, IT and telephone support, office fitouts, the sale of IT equipment and the processing and sale of compound used in tyre manufacturing.
Five of the group's subsidiaries are dormant.
The financial statements are presented in sterling which is the functional currency of the company.

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 Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

 
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, except when a business combination is accounted for by using the merger accounting method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Group reconstructions are accounted for using the merger accounting method, where the ultimate equity holders remain the same, and the rights of each equity holder relative to the others, are unchanged. The results and cash flows of the combining entities are included in the Consolidated statement of comprehensive income from the beginning of the financial year in which the combination occurred. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their carrying values. 

Page 21

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

 
2.3

Going concern

During the financial year the group, like many others, experience cost inflation across many divisions. Whilst passing on these increases has taken longer than the Directors would have liked, in the period since the year end key customer contracts have been renegotiated and price increases where required have been passed onto customers. In addition to this there has been growth in the customer base, with further expansion in the customer numbers included in the future forecasts, and new products being brought to market where it is believed these will have a positive impact on business performance. This improvement in performance has arisen in the post year end management accounts.
 
In making their assessment, the directors have considered current and future cash flow forecasts, as well as other relevant information. These forecasts take into account the following key factors:
•             Historical performance
•             Available funding
•             Cost management
•             Customer and supplier relationships
•             Economic climate, industry outlook and volatility.
The directors are confident in the Group's ability to continue as a going concern. It is recognised that things can change in the business environment, including economic conditions, market competition, and unforeseen events. The directors are committed to closely monitoring these factors and taking necessary actions to ensure the Group's continued viability.
 
Based on the Group’s forecasts and having new funding arrangements in place, the Directors have formed the judgement that, at the time of approving the financial statements, there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.

Page 22

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

 
2.4

Turnover

Turnover 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. 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 revenue is recognised:

Sale of goods

Turnover 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

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 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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Page 23

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

 
2.7

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. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
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.

 
2.8

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 statement of comprehensive income in the same period as the related expenditure.

 
2.9

Interest income

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

 
2.10

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.

 
2.11

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. The assets of the plan are held separately from the Group in independently administered funds.

Page 24

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

 
2.12

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.


 
2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 25

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

 
2.14

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 the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 Amortisation is provided on the following bases:

Goodwill
-
10%
straight line
Other intangible fixed assets
-
8%
to 10% straight line

 
2.15

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the methods listed below.

Depreciation is provided on the following basis:

Freehold property
-
4%
straight line
Leasehold improvements
-
20%
straight line
Motor vehicles
-
25%
reducing balance
Fixtures and fittings
-
25%
straight line/15% reducing balance
Office equipment
-
20%
/25%straight line
Small plant and equipment
-
10%
straight line/ 15% reducing balance

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.

Page 26

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

 
2.16

Revaluation of tangible fixed assets

Plant and machinery is carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Fair values are determined from market based evidence undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

The directors review its subsidiaries for indicators of impairment annually.

  
2.18

Development costs

The Company recognises an intangible asset in respect of development expenditure when it can demonstrate:
- its technical feasibility of completing the intangible asset so that it will be available for use or sale;
- its intention to complete the intangible asset and use or sell it;
- its ability to use or sell the intangible asset;
- how the intangible asset will generate probable future economic benefits. Among other things, the    Company can demonstrate the existence of a market for the output of the intangible asset or the    intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;
- the availability of adequate technical, financial and other resources to complete the development
 and to use or sell the intangible asset; and
- its ability to measure reliably the expenditure attributable to the intangible asset during its     development.
Amortisation of capitalised development expenditure does not commence until the asset is available for use. All expenditure not meeting the criteria set out above is considered to form part of the 'research' phase, and is expensed in the period in which it is incurred.

 
2.19

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, cost of conversion and other costs incurred in bringing the stock to its present location and condition.
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.

 
2.20

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.

Page 27

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

 
2.21

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.22

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.23

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.

 
2.24

Financial instruments

The Group and Company  has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

 
2.25

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.

Page 28

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of these financial statements require management to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities and
income and expenses. Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
a) Revaluation of Plant & Machinery
The Group carries certain items of plant and machinery at revalued amounts. In determining the fair value of these assets, the directors are required to exercise significant judgement, and the valuation process involves estimation techniques that are inherently subjective. The judgement involved includes assessing the extent to which market-based evidence is available and whether the assets are of a specialised nature requiring valuation by reference to replacement cost rather than market transactions. Fair values are based on valuations performed by an independent, professionally qualified valuer. These estimates are subject to uncertainty, and actual outcomes may differ. A material change in any of these inputs could result in a significant change to the carrying amount of plant and machinery and to the amount recognised in other comprehensive income.


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Dry ice and sand blasting services
1,412,280
1,189,731

Communication software
2,592
24,061

IT and telephone support
1,552,826
1,624,719

Office fit outs
32,117
473,917

Sale of IT equipment
506,361
459,134

Processing and sale of rubber for tyre manufacturing
2,969,015
2,607,428

Other turnover
9,208
11,787

6,484,399
6,390,777


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
6,484,399
6,390,777


Page 29

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

5.


Other operating income

2025
2024
£
£

Other operating income
387
111

Government grants receivable
142,471
203,895

142,858
204,006



6.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Depreciation of tangible fixed assets
271,119
271,222

Amortisation of intangible fixed assets
36,214
40,890

Other operating lease rentals
29,267
33,552

Pension costs

43,272
44,150


7.


Auditors' remuneration

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


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the subsidiaries financial statements
37,740
35,600

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
2,760
2,600

Page 30

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

8.


Employees

Staff costs, including directors' remuneration, were as follows:


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


Wages and salaries
1,733,061
1,931,330
3,613
98,240

Social security costs
173,026
168,850
6,564
8,868

Cost of defined contribution scheme
38,128
44,150
82
5,298

1,944,215
2,144,330
10,259
112,406


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.









Directors
4
4
4
4



Production
58
58
-
-



Admin
16
16
-
-

78
78
4
4


9.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
40,007
211,469

Group contributions to defined contribution pension schemes
82
5,298

40,089
216,767


During the year retirement benefits were accruing to 4 directors (2024 - 4) in respect of defined contribution pension schemes.




10.


Interest receivable

2025
2024
£
£


Other interest receivable
206
791

Page 31

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

11.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
901,567
1,017,734

Other loan interest payable
27,514
-

Finance leases and hire purchase contracts
25,875
36,334

Other interest payable
16,256
9,918

971,212
1,063,986


12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
200
-

Current tax relating to Pillar Two
-
1,384

Adjustments in respect of previous periods
(1,179)
(70,504)


(979)
(69,120)


Total current tax
(979)
(69,120)

Deferred tax


Deferred tax
46,845
(54,656)

Total deferred tax
46,845
(54,656)


Tax on profit/(loss)
45,866
(123,776)
Page 32

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit/(loss) on ordinary activities before tax
988,015
(421,744)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
247,004
(105,436)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
7,012
2,588

Adjustments to tax charge in respect of prior periods
69,218
(69,121)

Short-term timing difference leading to an increase (decrease) in taxation
-
7,132

Fixed asset timing differences
(240,034)
-

Non-taxable income
(11,831)
-

Movement in deferred tax not recognised
(36,418)
22,173

Other differences leading to an increase (decrease) in the tax charge
10,915
18,888

Total tax charge for the year
45,866
(123,776)

Page 33

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
 
12.Taxation (continued)


Factors that may affect future tax charges

There are accumulated tax losses that will be offset against future taxable profits.


13.


Intangible assets

Group 





Other
Goodwill
Total

£
£
£



Cost


At 1 August 2024
80,212
440,697
520,909



At 31 July 2025

80,212
440,697
520,909



Amortisation


At 1 August 2024
21,749
225,977
247,726


Charge for the year on owned assets
2,497
33,717
36,214



At 31 July 2025

24,246
259,694
283,940



Net book value



At 31 July 2025
55,966
181,003
236,969



At 31 July 2024
58,463
214,720
273,183



Page 34

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

14.


Tangible fixed assets

Group



Freehold property
Leasehold improvements
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment

£
£
£
£
£
£



Cost or valuation


At 1 August 2024
2,888,402
26,848
3,392,925
416,453
55,910
172,553


Additions
3,685
-
11,476
96,234
8,894
5,417


Disposals
-
-
(9,850)
-
-
-


Transfers between classes
-
-
5,449
-
-
-


Revaluations
-
-
(400,000)
-
-
-



At 31 July 2025

2,892,087
26,848
3,000,000
512,687
64,804
177,970



Depreciation


At 1 August 2024
347,607
12,634
27,992
165,684
24,068
131,280


Charge for the year on owned assets
117,619
6,317
19,233
5,962
9,294
23,708


Charge for the year on financed assets
-
-
10,036
62,768
-
-


Disposals
-
-
(4,837)
-
-
-


Transfers between classes
-
-
(52,424)
-
-
-



At 31 July 2025

465,226
18,951
-
234,414
33,362
154,988



Net book value



At 31 July 2025
2,426,861
7,897
3,000,000
278,273
31,442
22,982



At 31 July 2024
2,540,795
14,214
3,364,933
250,769
31,842
41,273
Page 35

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

           14.Tangible fixed assets (continued)


Small plant and equipment
Total

£
£



Cost or valuation


At 1 August 2024
1,012,577
7,965,668


Additions
33,573
159,279


Disposals
-
(9,850)


Transfers between classes
(5,449)
-


Revaluations
-
(400,000)



At 31 July 2025

1,040,701
7,715,097



Depreciation


At 1 August 2024
349,890
1,059,155


Charge for the year on owned assets
16,182
198,315


Charge for the year on financed assets
-
72,804


Disposals
-
(4,837)


Transfers between classes
52,424
-



At 31 July 2025

418,496
1,325,437



Net book value



At 31 July 2025
622,205
6,389,660



At 31 July 2024
662,687
6,906,513

Page 36

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

           14.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2025
2024
£
£



Plant and machinery
25,781
4,914

Motor vehicles
259,883
185,064

285,664
189,978

Plant and machinery has been revalued by an independent valuer, Tallon Asset Valuers & Auctioneers.
The plant and machinery was revalued to £3m as at 31 July 2025 and will be revalued annually.

If the plant and machinery had not been included at valuation they would have been included under the historical cost convention as follows:

2025
2024
£
£

Group


Cost
2,751,958
2,751,958

Accumulated depreciation
(1,573,664)
(1,365,730)

Net book value
1,178,294
1,386,228

Page 37

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 August 2024
513



At 31 July 2025
513





Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Class of shares

Holding

Eco-Process Solutions Limited
Ordinary
100%
Eco-Genics Ltd
Ordinary
100%
Eco Workspace Limited
Ordinary A B and C
100%
Eco Communications Limited
Ordinary A B and C
100%
Dry Ice GB Ltd
Ordinary
100%
Eco Training Systems Limited
Ordinary
100%
VASO Build Limited
Ordinary
60%

For the period ended 31 July 2025, Eco Workspace Limited (registered number SC607696), Eco Communications Limited (registered number 09219456) and Dry Ice GB Ltd (registered number SC484751) are exempt from audit under section 479A of the Companies Act 2006 relating to subsidiary undertakings, as Eco-Genics (Holdings) Limited has guaranteed the companies under section 479C of the Companies Act 2006 for the year ended 31 July 2025.


Indirect subsidiary undertaking


The following was an indirect subsidiary undertaking of the Company:

Name

Class of shares

Holding

Integrity Office Limited
Ordinary
100%

The share capital of Integrity Office Limited is held by Eco-Genics Limited.

Page 38

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

16.


Stocks

Group
Group
2025
2024
£
£

Raw materials and consumables
175,658
100,490

Work in progress (goods to be sold)
1,583
1,583

177,241
102,073


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


17.


Debtors

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


Trade debtors
1,540,193
1,336,454
-
-

Other debtors
823,723
198,637
-
100

Prepayments and accrued income
184,683
285,487
-
-

2,548,599
1,820,578
-
100



18.


Cash and cash equivalents

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

Cash at bank and in hand
115,880
197,307
198
391

Less: bank overdrafts
(22,812)
(297,856)
-
-

93,068
(100,549)
198
391


Page 39

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

19.


Creditors: Amounts falling due within one year

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

Bank overdrafts
22,812
297,856
-
-

Bank loans
969,802
334,681
-
-

Trade creditors
682,243
780,344
-
-

Amounts owed to group undertakings
-
-
125,341
87,046

Corporation tax
1,644
1,644
-
-

Other taxation and social security
737,879
516,682
2,616
2,565

Obligations under finance lease and hire purchase contracts
111,070
88,060
-
-

Other creditors
1,759,227
1,176,225
50,964
50,965

Accruals and deferred income
234,402
95,073
2,600
2,600

4,519,079
3,290,565
181,521
143,176


Obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.
Bank loans are secured by fixed and floating charges over the assets of the company.
Included in other creditors is an invoice factoring account which is secured on the trade debtors of the company.


20.


Creditors: Amounts falling due after more than one year

Group

Group
2025
2024
£
£

Bank loans
5,127,516
6,615,834

Net obligations under finance leases and hire purchase contracts
193,973
211,998

Other creditors
-
142,471

5,321,489
6,970,303


Obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.
Bank loans are secured by fixed and floating charges over the assets of the company.
Included in other creditors is an invoice factoring account which is secured on the trade debtors of the company.

Page 40

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2025
2024
£
£

Amounts falling due within one year

Bank loans
969,802
334,681


969,802
334,681

Amounts falling due 1-2 years

Bank loans
-
6,367,186


-
6,367,186

Amounts falling due 2-5 years

Bank loans
5,127,516
248,648


5,127,516
248,648


6,097,318
6,950,515


Bank loans are secured by fixed and floating charges over the assets of the company.
Interest is charged at a rate of 2.5% per annum on bank loans totalling £Nil (2024 - £56,795), 12.69% on a balance of £290,657 (2024 - £267,679), 13% on a balance of £Nil (2024 - £6,358,791), the Bank of England Base Rate plus 4.1% on a balance of £99,361 (2024 - £170,028), the Bank of England Base Rate plus 4.89% on a balance of £55,555 (2024 - £97,222), the Bank of England Base Rate plus 4% on a balance of £201,337 (2024 - £Nil), 7.02% on a balance of £17,767 (2024 - £Nil), 12.01% on a balance of £3,431,307 (2024 - £Nil), and 12.6% on a balance of £1,953,807 (2024 - £Nil).


22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2025
2024
£
£

Within one year
111,070
88,060

Between 1-5 years
193,973
211,998

305,043
300,058

Obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.

Page 41

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

23.


Deferred taxation


Group



2025
2024


£

£






At beginning of year
(74,460)
(129,116)


Charged to profit or loss
(46,845)
54,656



At end of year
(121,305)
(74,460)

Company


2025
2024






At end of year
-
-



Group
Group
2025
2024
£
£

Accelerated capital allowances
786,967
140,768

Tax losses and other deductions
(663,619)
(65,715)

Short term timing differences
(2,043)
(593)


24.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



2,842 (2024 - 2,842) A Ordinary shares of £0.00125 each
3.55
3.55
358 (2024 - 358) B Ordinary shares of £0.00125 each
0.45
0.45
374 (2024 - 374) C Ordinary shares of £0.00125 each
0.47
0.47
374 (2024 - 374) D Ordinary shares of £0.00125 each
0.47
0.47

4.94

4.94


Page 42

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

25.


Reserves

Revaluation reserve

The revaluation reserve represents the amount of unrealised surplus created when plant and machinery fixed assets were revalued, less any deferred tax provision. The reserve represents non-distributable funds.

Capital redemption reserve

The capital redemption reserve represents the amount of its own share capital which has been purchased by the company.

Profit and loss account

The profit and loss account comprises accumulated profits.


26.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £43,272 (2024 - £44,150). Contributions totalling £8,166 (2024 - £7,962) were payable to the fund at the reporting date and are included in creditors.


27.


Commitments under operating leases

At 31 July 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
2025
2024
£
£

Not later than 1 year
22,899
14,324

Later than 1 year and not later than 5 years
-
7,181

22,899
21,505


28.


Related party transactions

The Group has taken advantage of the exemption contained within Section 33 of FRS 102 "Related Party Disclosures" from disclosing transactions with entities which are part of the Group for the current year, since 100% of the voting rights in the Group are controlled within the Group.


29.


Exceptional items

Eco-Process Solutions Limited underwent a refinancing exercise in the year. Part of this arrangement was to settle the £6.4m loan included within creditors, and an agreement was reached with the loan provider to waive £0.8m of this balance. The amount of £789,450 has been recognised as an exceptional item within the statement of comprehensive income.

Page 43

 
ECO-GENICS (HOLDINGS) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025

30.


Controlling party

The Company was under the control of Mr E Black and Mrs N Black, directors, throughout the current and previous year by virtue of their majority shareholding.

Page 44