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Registered number: 07449358 REXCROFT SOLUTIONS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
REXCROFT SOLUTIONS LIMITED COMPANY INFORMATION
Directors | Michel Lupo
| Filippo Tenderini
Registered number | 07449358
Registered office | 5th Floor
| North Side
| 7-10 Chandos Street
| London
| W1G 9DQ
Independent auditors | Sumer Auditco Limited
| Chartered Accountants & Statutory Auditors
| 14th Floor
| 33 Cavendish Square
| London
| W1G 0PW
REXCROFT SOLUTIONS LIMITED CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditors' report | 5 - 9
Consolidated statement of comprehensive income | 10
Consolidated balance sheet | 11 - 12
Company balance sheet | 13
Consolidated statement of changes in equity | 14 - 15
Company statement of changes in equity | 16
Consolidated statement of cash flows | 17 - 18
Consolidated analysis of net debt | 19
Notes to the financial statements | 20 - 45
REXCROFT SOLUTIONS LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The directors present the strategic report for the year ended 31 December 2024. The Company's principal activities continued to be those of an investment holding company, while the core business of the Group companies continued to be cruise ships refurbishment and real estate investment.
Business review
2024 accounting period came to an end with a 21% increase in the turnover from €19,314,956 to €23,394,441 and an EBITDA moving from a gain of €1,597,270 in year 2023 to a gain of €674,326 in year 2024. The group has managed to take care of all financial requirements of its subsidiaries by maintaining the employment level during such period with the aim to go through it until the market returns to the pre-pandemic levels. Ellevi Srl continued its cruise ship refitting activity, developing relationships with its customers and in particular with a household brand name in the cruise ship industry. During 2025, the Group disposed Ellevi Interior Srl, a subsdiary undertaking within the Group. After the disposal, the Group lost access to the financial information of the company and hence, its current year and comparative results have not been consolidated into the financial statements of the Group.
Principal risks and uncertainties
The Board meets regularly and evaluates the Company's risk position. The principal risk and uncertainties facing the Company are detailed below. Industry risk The risks relating to the cruise businesses are primarily its reliance on ships being able to travel around the world with no limitations and hurdles. The Group's main subsidiary Ellevi Srl had been historically performing extremely well in its market being one of the leaders in cruise ships refurbishment. In recent years, Ellevi has performed in the production and installation of cabins according to the ADA directive (Americans with Disabilities Act). Liquidity risk The Company maintains sufficient funds for operational liquidity. The Board considers liquidity risk at Board meetings through the monitoring of cash levels and detailed cash forecasts. The Funding to date has been obtained through operational activities or via intercompany loans and dividend payments from the subsidiary companies. Foreign currency risk The Company receives substantial payments denominated in Euros which is the functional currency of the Company. The Board considers possible exposure to foreign currency risk at Board meetings if and when appropriate so to direct a suitable medium- and longer-term hedging strategy is necessary. Interest rate risk The Company funds its operations mainly through intercompany borrowings and contribution by its shareholder. The Company has historically borrowed in Euro only. To the extent that non-operational finance is required it is organised through the parent company and no interest rate risk arises. We also believe that the Company’s subsidiaries can meet key business risks of competition and employee retention. Page 1
REXCROFT SOLUTIONS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Financial key performance indicators
| Group 2024 | Unaudited Group 2023
| € | €
Turnover | 23,394,441 | 19,314,956
EBITDA | 674,326 | 1,597,270
Net assets | 20,861,846 | 20,782,382
This report was approved by the board and signed on its behalf.
Filippo Tenderini Director
Date: 12 May 2026
Page 2
REXCROFT SOLUTIONS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
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 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.
Results and dividends
The profit for the year, after taxation and minority interests, amounted to €576,956 (2023 - €914,644). The directors have highlighted in the strategic report on pages 1 - 2, a review of the current year results, future outlook expectations, risks and key performance indicators for the company.
Directors
The directors who served during the year were:
Michel Lupo
Filippo Tenderini
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 3
REXCROFT SOLUTIONS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Post balance sheet events
During 2025, the Group disposed Ellevi Interior Srl, a subsdiary undertaking within the Group. After the disposal, the Group lost access to the financial information of the company and hence, its current year and comparative results have not been consolidated into the financial statements of the Group.
Auditors
The auditors, Sumer Auditco Limited, will 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.
Filippo Tenderini Director
Date: 12 May 2026
Page 4
REXCROFT SOLUTIONS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REXCROFT SOLUTIONS LIMITED
Adverse opinion
We have audited the financial statements of Rexcroft Solutions Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, 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 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, because of the significance of the matter described in the basis for adverse opinion section of our report, the group financial statements: ∙do not give a true and fair view of the state of the Group's affairs as at 31 December 2024 and of the Group's profit for the year then ended; ∙have not been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have not been prepared in accordance with the requirements of the Companies Act 2006. In our opinion, except for the effects of the matter described in the basis for adverse opinion section of our report, the parent company financial statements: ∙give a true and fair view of the state of the parent company’s affairs as at 31 December 2024; ∙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 adverse opinion
As explained in note 17 the group has not consolidated in both years its subsidiary Ellevi Interior Srl because, following the disposal of the group after the balance sheet date, it has not yet been able to obtain financial information for the company. This investment is therefore accounted for on a cost basis. Under FRS 102, the parent company should have consolidated this subsidiary. Had Ellevi Interior Srl been consolidated, many elements in the accompanying consolidated financial statements would have been materially affected. The effects on the consolidated financial statements of the failure to consolidate have not been determined. Our opinion on the parent company’s financial statements is also qualified for this matter as the failure to consolidate all subsidiaries is a departure from the requirements of FRS 102 and the Companies Act 2006. In addition, the directors’ report and strategic report do not consider the effects of the failure to consolidate this subsidiary. In addition, at the balance sheet date, the group held investments properties with a carrying value of €2,826,349. However, despite the effort of the directors, they were not able to produce a reliable valuations of the properties as they do not have access to the relevant information. We were unable to satisfy ourselves by alternative means concerning the carrying value of investment properties held by the Group at 31 December 2024, by using other audit procedures. Consequently we were unable to determine whether any adjustment to the above amount would be necessary. We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, Page 5
REXCROFT SOLUTIONS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REXCROFT SOLUTIONS LIMITED (CONTINUED) including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion on the group financial statements and qualified opinion on the parent company financial statements.
Other matters
This is the first period which the figures have been audited and therefore the prior year figures are unaudited.
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.
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. As described in the basis for adverse opinion section of our report, the group financial statements have not consolidated subsidiary Ellevi Interior Srl and this investment is accounted for on a cost basis. We have concluded that the other information is materially misstated for the same reason with respect to the amounts or other items in the annual report affected by the failure to consolidate this subsidiary.
Opinion on other matters prescribed by the Companies Act 2006
Because of the significance of the matter described in the basis for adverse opinion section of our report, in our opinion, based on the work undertaken in the course of the audit: ∙the strategic report has not been prepared in accordance with applicable legal requirements. Except for the possible effects of the matter described in the basis for adverse opinion section of our report, in our opinion, based on the work undertaken in the course of the audit: ∙the information given in the in the strategic report and the directors' report for the financial year for which Page 6
REXCROFT SOLUTIONS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REXCROFT SOLUTIONS LIMITED (CONTINUED) 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
As a result of the matters described in the basis for adverse opinion section of our report in the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have identified material misstatements in the Group strategic report. Arising solely from the limitation on the scope of our work relating to relevant issues referred to above: ∙we were unable to determine whether adequate accounting records have been kept, 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; and ∙we have not obtained all the information and explanations that we considered necessary for the purpose of our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, 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.
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: In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered: ∙the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities; ∙the nature of the group, including its management structure and control systems (including the opportunity for management to override such controls); Page 7
REXCROFT SOLUTIONS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REXCROFT SOLUTIONS LIMITED (CONTINUED) ∙management’s incentives and opportunities for fraudulent manipulation of the financial statements including ∙the group’s remuneration and bonus policies and performance targets; and ∙the industry and environment in which it operates. We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006. Based on this understanding we identified the following matters as being of significance to the entity: ∙laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax and distributable profits legislation; ∙the timing of the recognition of commercial income; ∙management bias in selecting accounting policies and determining estimates; ∙recoverability of debtors; and ∙the requirement to impair fixed asset investments and investment properties and the amount of any such impairment. We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members including the auditors of significant components. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised: ∙enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; ∙enquiries with the same concerning any actual or potential litigation or claims; ∙discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud; ∙inspection of relevant legal correspondence; ∙assessment of matters reported to management and the result of the subsequent investigation; ∙obtaining an understanding of the relevant controls and testing their operation during the period; ∙obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year; ∙challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to valuation of investment properties; depreciation of tangible fixed assets; amortisation of intangible fixed assets and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash; ∙assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding; ∙challenging key assumptions made by management in their assessment of any impairment to the carrying value of fixed asset investments and investment property; ∙reviewing the financial statements for compliance with the relevant disclosure requirements; ∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud; ∙reviewing the minutes of Board meetings and correspondence with taxation authorities; ∙evaluating the underlying business reasons for any unusual transactions; ∙considered the implementation of controls during the year; ∙reviewing the work done by component auditors with respect to the above fixed assets; impairment of investments and carrying value of stock; ∙identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash; ∙assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions Page 8
REXCROFT SOLUTIONS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REXCROFT SOLUTIONS LIMITED (CONTINUED) made by management regarding the recovery of balances which remain outstanding; ∙challenging key assumptions made by management in their assessment of any impairment to the carrying value of fixed asset investments and investment property; ∙reviewing the financial statements for compliance with the relevant disclosure requirements; ∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud; ∙reviewing the minutes of Board meetings and correspondence with taxation authorities; ∙evaluating the underlying business reasons for any unusual transactions; ∙considered the implementation of controls during the year; and ∙reviewing the work done by component auditors with respect to the above. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). 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.
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. Andrew Marks ACA (Senior statutory auditor) for and on behalf of Sumer Auditco Limited Chartered Accountants Statutory Auditors 14th Floor 33 Cavendish Square London W1G 0PW 12 May 2026 Page 9
REXCROFT SOLUTIONS LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
|  | Unaudited
| 2024 | 2023
Note | € | €
Turnover | 4 | 23,394,441 | 19,314,956
Cost of sales |  | (16,024,844) | (14,108,118)
Gross profit |  | 7,369,597 | 5,206,838
Administrative expenses |  | (6,234,279) | (4,854,090)
Other operating income | 5 | 23,135 | 516,653
Fair value movements |  | - | 194,011
Exceptional other operating charges | 14 | (928,034) | -
Operating profit | 6 | 230,419 | 1,063,412
Income from fixed assets investments | 10 | - | 7,404
Profit/(loss) on disposal of investments |  | 578,445 | (140,970)
Interest receivable and similar income | 11 | 356,452 | 591,559
Interest payable and similar expenses | 12 | (74,956) | (170,735)
Profit before taxation |  | 1,090,360 | 1,350,670
Tax on profit | 13 | (443,154) | (362,011)
Profit for the financial year |  | 647,206 | 988,659
Currency translation differences on foreign currency net investments |  | (33,151) | 9,110
Other comprehensive income for the year |  | (33,151) | 9,110
Total comprehensive income for the year |  | 614,055 | 997,769
Profit for the year attributable to: |  |  |
Non-controlling interests |  | 70,250 | 74,015
Owners of the Parent Company |  | 576,956 | 914,644
|  | 647,206 | 988,659
Total comprehensive income for the year attributable to: |  |  |
Non-controlling interest |  | 70,250 | 74,015
Owners of the Parent Company |  | 543,805 | 923,754
|  | 614,055 | 997,769
The notes on pages 20 to 45 form part of these financial statements.
Page 10
REXCROFT SOLUTIONS LIMITED REGISTERED NUMBER: 07449358 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2024
|  |  |  | Unaudited
|  | 2024 |  | 2023
Note |  | € |  | €
Fixed assets |  |  |  |  |
Intangible assets | 15 |  | 23,263 |  | 42,023
Tangible assets | 16 |  | 9,948,966 |  | 10,253,332
Investments | 17 |  | 4,322,598 |  | 4,050,878
Investment property | 18 |  | 2,826,349 |  | 2,826,349
|  |  | 17,121,176 |  | 17,172,582
Current assets |  |  |  |  |
Stocks | 19 | 492,590 |  | 937,355 |
Debtors: amounts falling due within one year | 20 | 7,878,705 |  | 13,718,195 |
Cash at bank and in hand | 21 | 15,023,431 |  | 4,078,062 |
|  | 23,394,726 |  | 18,733,612 |
Creditors: amounts falling due within one year | 22 | (18,482,068) |  | (12,959,536) |
Net current assets |  |  | 4,912,658 |  | 5,774,076
Total assets less current liabilities |  |  | 22,033,834 |  | 22,946,658
Creditors: amounts falling due after more than one year | 23 |  | (763,988) |  | (1,613,984)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 26 | (408,000) |  | (550,292) |
|  |  | (408,000) |  | (550,292)
Net assets |  |  | 20,861,846 |  | 20,782,382
Capital and reserves |  |  |  |  |
Called up share capital | 27 |  | 32,945 |  | 32,945
Share premium account | 28 |  | 19,231,258 |  | 19,231,258
Revaluation reserve | 28 |  | 681,015 |  | 681,015
Foreign exchange reserve | 28 |  | (43,847) |  | (10,696)
Other reserves | 28 |  | 15,232,335 |  | 15,281,441
Profit and loss account | 28 |  | (14,430,371) |  | (15,145,368)
Equity attributable to owners of the Parent Company |  |  | 20,703,335 |  | 20,070,595
Non-controlling interests |  |  | 158,511 |  | 711,787
|  |  | 20,861,846 |  | 20,782,382
Page 11
REXCROFT SOLUTIONS LIMITED REGISTERED NUMBER: 07449358 CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2024 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Filippo Tenderini
Director
Date: 12 May 2026
The notes on pages 20 to 45 form part of these financial statements. Page 12
REXCROFT SOLUTIONS LIMITED REGISTERED NUMBER: 07449358 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2024
|  |  |  | Unaudited
|  | 2024 |  | 2023
Note |  | € |  | €
Fixed assets |  |  |  |  |
Investments | 17 |  | 15,665,445 |  | 12,290,404
|  |  | 15,665,445 |  | 12,290,404
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 20 | 720,147 |  | 1,099,314 |
Cash at bank and in hand | 21 | 116,805 |  | 1,332,930 |
|  | 836,952 |  | 2,432,244 |
Creditors: amounts falling due within one year | 22 | (139,467) |  | (339,115) |
Net current assets |  |  | 697,485 |  | 2,093,129
Total assets less current liabilities |  |  | 16,362,930 |  | 14,383,533
Net assets excluding pension asset |  |  | 16,362,930 |  | 14,383,533
Net assets |  |  | 16,362,930 |  | 14,383,533
Capital and reserves |  |  |  |  |
Called up share capital | 27 |  | 32,945 |  | 32,945
Share premium account | 28 |  | 19,231,258 |  | 19,231,258
Other reserves | 28 |  | 5,827,722 |  | 5,827,722
Profit and loss account carried forward |  |  | (8,728,995) |  | (10,708,392)
|  |  | 16,362,930 |  | 14,383,533
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. The profit of the parent Company for the year was €1,979,397 (2023: loss €16,638). The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Filippo Tenderini
Director
Date: 12 May 2026
The notes on pages 20 to 45 form part of these financial statements. Page 13

|  | REXCROFT SOLUTIONS LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
|  | Called up share capital | Share premium account | Revaluation reserve | Foreign exchange reserve | Other reserves | Profit and loss account | Equity attributable to owners of Parent Company | Non-controlling interests
|  | € | € | € | € | € | € | € | €
| At 1 January 2023 (Unaudited) | 32,945 | 19,231,258 | 681,015 | (19,806) | 15,356,724 | (16,060,012) | 19,222,124 | 642,757
| Profit for the year | - | - | - | - | - | 914,644 | 914,644 | 74,015
| Currency translation differences on foreign currency net investments | - | - | - | 9,110 | - | - | 9,110 | -
| Movement in subsidaries | - | - | - | - | (75,283) | - | (75,283) | (4,985)
|  | Total equity
|  | €
| At 1 January 2023 (Unaudited) | 19,864,881
| Profit for the year | 988,659
| Currency translation differences on foreign currency net investments | 9,110
| Movement in subsidaries | (80,268)
| At 1 January 2024 | 32,945 | 19,231,258 | 681,015 | (10,696) | 15,281,441 | (15,145,368) | 20,070,595 | 711,787
| Profit for the year | - | - | - | - | - | 576,956 | 576,956 | 70,250
| Currency translation differences on foreign currency net investments | - | - | - | (33,151) | - | - | (33,151) | -
Page 14

|  | REXCROFT SOLUTIONS LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
| Dividends: Equity capital | - | - | - | - | - | - | - | (430,270)
| Further purchase of shares in subsidiaries | - | - | - | - | - | 407,136 | 407,136 | (458,876)
| Movement in subsidiaries | - | - | - | - | (49,106) | - | (49,106) | (3,475)
| Waiver of dividends by Company | - | - | - | - | - | (269,095) | (269,095) | 269,095
| At 31 December 2024 | 32,945 | 19,231,258 | 681,015 | (43,847) | 15,232,335 | (14,430,371) | 20,703,335 | 158,511
| At 1 January 2024 | 20,782,382
| Profit for the year | 647,206
| Currency translation differences on foreign currency net investments | (33,151)
| Dividends: Equity capital | (430,270)
| Further purchase of shares in subsidiaries | (51,740)
| Movement in subsidiaries | (52,581)
| Waiver of dividends by Company | -
| At 31 December 2024 | 20,861,846
| The notes on pages 20 to 45 form part of these financial statements.
Page 15

REXCROFT SOLUTIONS LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Other reserves | Profit and loss account | Total equity
| € | € | € | € | €
At 1 January 2023 (Unaudited) | 32,945 | 19,231,258 | 5,827,722 | (10,691,754) | 14,400,171
Loss for the year | - | - | - | (16,638) | (16,638)
At 1 January 2024 | 32,945 | 19,231,258 | 5,827,722 | (10,708,392) | 14,383,533
Profit for the year | - | - | - | 1,979,397 | 1,979,397
At 31 December 2024 | 32,945 | 19,231,258 | 5,827,722 | (8,728,995) | 16,362,930
| The notes on pages 20 to 45 form part of these financial statements.
Page 16
REXCROFT SOLUTIONS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  | 2024 | Unaudited 2023
|  |  | € | €
Cash flows from operating activities |  |
Profit for the financial year | 647,206 | 988,659
Adjustments for: |  |
Amortisation of intangible assets | 5,844 | 34,999
Depreciation of tangible assets | 447,582 | 498,859
Loss on disposal of tangible assets | (9,519) | -
Interest paid | 74,957 | 170,735
Interest received | (356,452) | (591,559)
Taxation charge | 443,154 | 362,011
Decrease in stocks | 444,765 | 1,053,428
Decrease/(increase) in debtors | 5,414,714 | (1,982,345)
Increase in creditors | 5,118,203 | 274,183
Net fair value losses/(gains) recognised in P&L | - | (194,013)
Corporation tax (paid) | (113,205) | (74,055)
Foreign exchange | - | (130,000)
Loss on disposal of listed investments | 1,371 | 140,970
Dividends received | - | (7,404)
(Gains) on disposal of subsidiaries | (579,808) | -
Loan written off | 928,034 | -
Net cash generated from operating activities | 12,466,846 | 544,468
Cash flows from investing activities |  |
Sale of intangible assets | 12,916 | -
Purchase of tangible fixed assets | (197,588) | (376,980)
Sale of tangible fixed assets | 63,892 | -
Purchase of listed investments | - | (375,357)
Sale of listed investments | 1,216 | 3,212,724
Purchase of fixed asset investments | (51,740) | -
Sale of fixed asset investments | (27,378) | -
Interest received | 356,452 | 591,559
Dividends received | - | 7,404
New loan to related parties | (326,888) | (1,954,901)
Net cash from investing activities | (169,118) | 1,104,449
Cash flows from financing activities |  |
New secured loans | 2,999,992 | 1,978,000
Repayment of loans | (3,813,973) | (1,579,241)
Interest paid | (74,957) | (170,735)
Dividends paid to non-controlling interests | (430,270) | -
Page 17
REXCROFT SOLUTIONS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
|  | 2024 | 2023
|  | € | €
Net cash used in financing activities | (1,319,208) | 228,024
Net increase in cash and cash equivalents | 10,978,520 | 1,876,941
Cash and cash equivalents at beginning of year | 4,078,062 | 2,192,011
Foreign exchange gains and losses | (33,151) | 9,110
Cash and cash equivalents at the end of year | 15,023,431 | 4,078,062
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 15,023,431 | 4,078,062
| 15,023,431 | 4,078,062
The notes on pages 20 to 45 form part of these financial statements.
Page 18
REXCROFT SOLUTIONS LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2024
| At 1 January 2024 | Cash flows | Other non-cash changes | At 31 December 2024
| € | € | € | €
Cash at bank and in hand | 4,078,062 | 10,978,520 | (33,151) | 15,023,431
Debt due after 1 year | (1,594,484) | - | 849,996 | (744,488)
Debt due within 1 year | (2,544,988) | (472,930) | (849,996) | (3,867,914)
| (61,410) | 10,505,590 | (33,151) | 10,411,029
The notes on pages 20 to 45 form part of these financial statements.
Page 19
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Rexcroft Solutions Limited is a private company limited by shares, and is incorporated in England and Wales, registration number 07449358. The address of its registered office is 5th Floor North Side, 7-10 Chandos Street, London, W1G 9DQ. 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 judgment in applying the Group's accounting policies (see note 3). Parent company disclosure exemptions In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102: ∙Only one reconciliation of the number of shares outstanding at the beginning and end of the year has been presented as the reconciliation for the company and the parent company would be identical; ∙No statement of cash flows has been presented for the parent company; and ∙Disclosures in respect of the parent company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the company as a whole. 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 Balance sheet, 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. Page 20
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is Euros. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.4 | Revenue
Turnover represents income generated by the Group from its principal activity, cruise ship refurbishment. Contract revenues and the related expenses are recognised when the company is able to reliably estimate the outcome of the contract, by reference to the stage of completion. The company reviews and where necessary revises the estimates of revenue and costs as the contract progresses. The company determines the stage of completion by reference to the proportion that costs incurred for work performed to date bear to the total estimated total costs. This is then used to calculate the amount of revenue that is recognised. When the outcome of a contract cannot be measured reliably, the company recognises revenue only to the extent of contract costs incurred that it is probable will be recoverable. When it is probable that the total contract costs will exceed total contract revenue, the expected loss is recognised immediately as an expense, along with a corresponding provision for an onerous contract. Page 21
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | 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.
| 2.7 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.8 | 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 balance sheet 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 balance sheet 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 balance sheet date.
| 2.9 | 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 22
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.10 | 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.
| 2.11 | 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 straight-line method. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | 3% | per annum
|  |  |  | Plant and machinery | - | 12% | per annum
|  |  |  | Fixtures and fittings | - | 25% | per annum
|  |  |  | Other fixed assets | - | 20% | per annum
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. When the subsidiaries were firstly consolidated into the group accounts, the carrying valuatoin was used as the deemed cost. Page 23
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.12 | Investment property
Investment property is carried at fair value determined annually by the directors and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.14 | Stocks
Raw materials are valued at the lower of cost and net realisable value determined on a weighted average basis. Net realisable value comprises actual or estimated selling price as part of a contract. Finished goods and work in progress represent costs incurred on contracts not invoiced at the year end and deemed recoverable. At each balance sheet date, stocks are assessed for impairment. 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. 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.
| 2.17 | 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 24
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 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 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument. 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. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Page 25
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.19 | Financial instruments (continued)
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled. Page 26
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Estimates and judgments 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 group makes estimates and assumptions concerning the future. Actual results may differ from these estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. The directors consider followings as significant areas of judgments or key sources of estimation uncertainty: Performance of long term contracts Recognised amounts of construction contract revenues and related receivables reflect the directors’ best estimates of the stage of completion and of the final outcome of the contract. This includes the assessment of the profitability of the long term contracts. Costs to complete and contract profitability are subject to estimation uncertainty. Depreciation and amortisation The directors exercise judgement in the determination of the useful economic lives and residual value of all classes of fixed assets. These assets are then depreciated over their useful economic lives to their residual balances.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Cruise refurbishement | 22,805,698 | 17,712,039
| Other | 588,743 | 1,602,917
|  | 23,394,441 | 19,314,956
Analysis of turnover by country of destination:
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| United States | 22,828,969 | 18,963,433
| Other | 565,472 | 351,523
|  | 23,394,441 | 19,314,956
Page 27
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Other operating income
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Other operating income | 5,383 | 1,982
| Sundry income | 17,752 | 66,530
| Reversal of bad debt provision | - | 448,141
|  | 23,135 | 516,653
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Amortisation | 5,844 | 34,999
| Depreciation | 447,582 | 498,859
| Lost on disposal | (980) | (936)
| Exchange differences | 726 | (65,060)
| Other operating lease rentals | 8,141 | 11,521
7. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 45,000 | -
Page 28
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2024 | Unaudited 2023
|  | € | €
| Staff salaries | 1,721,572 | 1,246,609
| Staff national insurance | 319,536 | 312,212
| Staff pension costs | 469,840 | 335,344
|  | 2,510,948 | 1,894,165
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2024 | Unaudited 2023 | 2024 | Unaudited 2023
|  |  | No. | No. | No. | No.
|  | Employees | 29 | 26 | 2 | 2
9. | Directors' remuneration
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Directors' emoluments | 15,000 | 15,000
|  | 15,000 | 15,000
10. | Income from investments
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Dividends received | - | 7,404
Page 29
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | Interest receivable
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Other interest receivable | 356,452 | 591,559
|  | 356,452 | 591,559
12. | Interest payable and similar expenses
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Bank interest payable | - | 37,201
| Other loan interest payable | - | 20,310
| Mortgage interest payable | 62,970 | 73,022
| Other interest payable | 11,986 | 40,202
|  | 74,956 | 170,735
13. | Taxation
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Foreign tax |  |
| Foreign tax on income for the year | 169,442 | 70,632
|  | 169,442 | 70,632
| Total current tax | 169,442 | 70,632
| Deferred tax |  |
| Origination and reversal of timing differences | 273,712 | 291,379
| Total deferred tax | 273,712 | 291,379
| Tax on profit | 443,154 | 362,011
Page 30
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 13.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in Italy of 24% (2023 - 24%). The differences are explained below:
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Profit on ordinary activities before tax | 1,090,359 | 1,350,671
| Profit on ordinary activities multiplied by standard rate of corporation tax in Italy of 24% (2023 - 24%) | 261,686 | 237,279
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 1,403 | 3,110
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 222,728 | 142,291
| Capital allowances for year in excess of depreciation | 107,420 | 125,016
| Utilisation of tax losses | (306,618) | (298,766)
| Non-taxable income | (281,686) | (1,241)
| Unrelieved tax losses carried forward | 438,221 | 154,322
| Total tax charge for the year | 443,154 | 362,011
14. | Exceptional items
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Intercomany balance written off | 928,034 | -
|  | 928,034 | -
| During the year, the company waived balance of €928,034 (2023: €nil) with two companies under common control.
Page 31
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Intangible assets
| Group
|  | Development expenditure | Computer software | Goodwill | Total
|  | € | € | € | €
| Cost |  |  |  |
| At 1 January 2024 | 263,487 | 57,696 | 3,000 | 324,183
| Disposals | (38,830) | - | - | (38,830)
| At 31 December 2024 | 224,657 | 57,696 | 3,000 | 285,353
| Amortisation |  |  |  |
| At 1 January 2024 | 225,628 | 53,532 | 3,000 | 282,160
| Charge for the year on owned assets | 1,680 | 4,164 | - | 5,844
| On disposals | (25,914) | - | - | (25,914)
| At 31 December 2024 | 201,394 | 57,696 | 3,000 | 262,090
| Net book value |  |  |  |
| At 31 December 2024 | 23,263 | - | - | 23,263
| At 31 December 2023 | 37,859 | 4,164 | - | 42,023
Page 32
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Tangible fixed assets
| Group
|  | Freehold property | Plant and machinery | Fixtures and fittings | Other fixed assets | Total
|  | € | € | € | € | €
| Cost |  |  |  |  |
| At 1 January 2024 | 10,956,536 | 1,765,338 | 79,987 | 471,256 | 13,273,117
| Additions | 4,350 | 93,361 | - | 99,877 | 197,588
| Disposals | - | (54,373) | - | (1,805) | (56,178)
| At 31 December 2024 | 10,960,886 | 1,804,326 | 79,987 | 569,328 | 13,414,527
| Depreciation |  |  |  |  |
| At 1 January 2024 | 2,172,675 | 482,858 | 79,987 | 284,264 | 3,019,784
| Charge for the year on owned assets | 206,000 | 165,111 | - | 76,471 | 447,582
| Disposals | - | - | - | (1,805) | (1,805)
| At 31 December 2024 | 2,378,675 | 647,969 | 79,987 | 358,930 | 3,465,561
| Net book value |  |  |  |  |
| At 31 December 2024 | 8,582,211 | 1,156,357 | - | 210,398 | 9,948,966
| At 31 December 2023 | 8,783,861 | 1,282,479 | - | 186,992 | 10,253,332
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Freehold | 8,582,211 | 8,783,861
|  | 8,582,211 | 8,783,861
Page 33
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
17. | Fixed asset investments
| Group
|  | Investments in subsidiary companies | Listed investments | Other fixed asset investments | Total
|  | € | € | € | €
| Cost or valuation |  |  |  |
| At 1 January 2024 | 5,100 | 695,694 | 3,350,084 | 4,050,878
| Additions | - | - | 326,888 | 326,888
| Disposals | - | (2,587) | - | (2,587)
| Revaluations | - | (52,581) | - | (52,581)
| At 31 December 2024 | 5,100 | 640,526 | 3,676,972 | 4,322,598
| Net book value |  |  |  |
| At 31 December 2024 | 5,100 | 640,526 | 3,676,972 | 4,322,598
| At 31 December 2023 | 5,100 | 695,694 | 3,350,084 | 4,050,878
Page 34
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Company
|  | Investments in subsidiary companies | Listed investments | Loans to subsidiaries | Other fixed asset investments | Total
|  | € | € | € | € | €
| Cost or valuation |  |  |  |  |
| At 1 January 2024 | 15,890,644 | 2,587 | 5,698,497 | 3,350,084 | 24,941,812
| Additions | 51,740 | - | - | 326,888 | 378,628
| Disposals | (1,000) | (2,587) | - | - | (3,587)
| At 31 December 2024 | 15,941,384 | - | 5,698,497 | 3,676,972 | 25,316,853
| Impairment |  |  |  |  |
| At 1 January 2024 | 12,651,408 | - | - | - | 12,651,408
| Reversal of impairment losses | (3,000,000) | - | - | - | (3,000,000)
| At 31 December 2024 | 9,651,408 | - | - | - | 9,651,408
| Net book value |  |  |  |  |
| At 31 December 2024 | 6,289,976 | - | 5,698,497 | 3,676,972 | 15,665,445
| At 31 December 2023 | 3,239,236 | 2,587 | 5,698,497 | 3,350,084 | 12,290,404
Page 35
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Direct Subsidiary undertakings
| The following were direct subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Flow Real Estate LLC | USA | Residential Property | Ordinary | 100%
| Second Time SRL | Italy | Residential Property | Ordinary | 100%
| Ellevi SRL | Italy | Cruise ship refurbishment | Ordinary | 98.97%
| Indirect subsidiary undertaking
| The following was an indirect subsidiary undertaking of the Company:
| Name | Registered office | Holding
| Ellevi Interiors SRL | Italy | 51%
| After the balance sheet date, the Group sold its indirect subsidiary, Ellevi Inerio Srl. As a result, the management of the Group has not been able to obtain any financial information for the year and so Ellevi Inerio Srl has been excluded from the consolidated financial statements. Other loans The company has entered into a nominee agreement to act as a nominee on behalf of the shareholder to acquire a 90% interest in Immobiliare Ro-mar Srl. In accordance with the agreement the Company provided a loan facility of €2.5m in its own right to Immobiliare Ro-mar Srl. The loan is interest free and repayable by 31 December 2025. The Company also holds an option to purchase the shares in its own right in Immobiliare Ro-mar Srl on or before 31 December 2025 should the loan not be repaid and upon exercise of the option would no longer be a nominee on behalf of the shareholder. At the balance sheet date, the amount drawn from this loan facility is €1,896,687 (2023: €1,569,799). At the balance sheet date, there was a loan of €400,000 (2023: €400,000) to VLH SA, a company under common ownership. The loan bears an interest of 2% per annum and is repayable in full by 30 June 2025, with an option in favour of the Company to purchase the shares in Vito Lupo Srl, a subsidiary of VLH SA, before 30 June 2025. At the balance sheet date, there was a loan of €1,380,698 (2023: €1,380,698) to Vito Lupo Srl, a company under common ownership. The loan bears no interest and is repayable on 31 January 2025, with an option in favour of the Company to purchase the shares in Vito Lupo Srl, a subsidiary of VLH SA, in two tranches during 2024. However, this option has not been exercised during the year.
Page 36
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
18. | Investment properties
| Group
|  | Freehold investment properties
|  | €
| Valuation |
| At 1 January 2024 | 2,826,349
| At 31 December 2024 | 2,826,349
The director considered that the 2024 valuation on an open market value were not significantly different from the carrying value of the property.
| If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Historic cost | 2,210,725 | 2,210,725
|  | 2,210,725 | 2,210,725
The 2024 valuations were made by the directors, on an open market value basis.
19. | Stocks
|  | Group | Group Unaudited
|  | 2024 | 2023
|  | € | €
| Raw materials and consumables | 67,109 | 608,179
| Finished goods and goods for resale | 172,242 | 172,242
| Work in progress | 253,239 | 156,934
|  | 492,590 | 937,355
Page 37
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
20. | Debtors
|  | Group | Group Unaudited | Company | Company Unaudited
|  | 2024 | 2023 | 2024 | 2023
|  | € | € | € | €
| Trade debtors | 4,743,204 | 11,076,251 | - | -
| Other debtors | 1,263,839 | 1,617,109 | 712,916 | 1,092,091
| Called up share capital not paid | 7,223 | 7,223 | 7,223 | 7,223
| Prepayments and accrued income | 1,722,716 | 459,886 | 8 | -
| Deferred taxation | 141,723 | 557,726 | - | -
|  | 7,878,705 | 13,718,195 | 720,147 | 1,099,314
21. | Cash and cash equivalents
|  | Group | Group Unaudited | Company | Company Unaudited
|  | 2024 | 2023 | 2024 | 2023
|  | € | € | € | €
| Cash at bank and in hand | 15,023,431 | 4,078,062 | 116,805 | 1,332,930
|  | 15,023,431 | 4,078,062 | 116,805 | 1,332,930
Page 38
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
22. | Creditors: Amounts falling due within one year
|  | Group | Group Unaudited | Company | Company Unaudited
|  | 2024 | 2023 | 2024 | 2023
|  | € | € | € | €
| Bank loans | 3,867,914 | 2,544,812 | - | -
| Trade creditors | 13,081,769 | 6,986,165 | 3,327 | 3,327
| Amounts owed to group undertakings | - | - | 31,044 | -
| Corporation tax | 55,835 | - | - | -
| Other taxation and social security | 334,471 | 234,625 | - | -
| Other creditors | 954,437 | 2,838,256 | 20,696 | 301,648
| Accruals and deferred income | 187,642 | 355,678 | 84,400 | 34,140
|  | 18,482,068 | 12,959,536 | 139,467 | 339,115
| The following liabilities were secured:
|  | Group | Group Unaudited
|  | 2024 | 2023
|  | € | €
| Bank loans | 3,867,914 | 2,544,812
|  | 3,867,914 | 2,544,812
| Details of security provided:
The bank loan was secured by the assets of a group undertakings. Please see note 24 for more details. Page 39
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
23. | Creditors: Amounts falling due after more than one year
|  | Group | Group Unaudited
|  | 2024 | 2023
|  | € | €
| Bank loans | 744,488 | 1,594,484
| Other creditors | 19,500 | 19,500
|  | 763,988 | 1,613,984
| The following liabilities were secured:
|  | Group | Group
|  | 2024 | Unaudited 2023
|  | € | €
| Bank loan | 744,488 | 1,594,484
|  | 744,488 | 1,594,484
| Details of security provided:
The bank loan was secured by the assets of a group undertakings. Please see note 24 for more details. Page 40
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
24. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group Unaudited
|  | 2024 | 2023
|  | € | €
| Amounts falling due within one year |  |
| Bank loans | 3,867,914 | 2,544,812
|  | 3,867,914 | 2,544,812
| Amounts falling due 1-2 years |  |
| Bank loans | 744,488 | 1,594,484
|  | 744,488 | 1,594,484
|  | 4,612,402 | 4,139,296
| The bank loans are secured by a pledge on a mutual founds recorded as financial fixed assets of a subsidiary. At the balance sheet date, the balance of guarantee fund pledged as gurantor of the loan disbursed by the bank is €3,800,000 (2023: €3,800,000) maturing in October 2026.
Page 41
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
25. | Financial instruments
|  | Group | Group Unaudited | Company | Company Unaudited
|  | 2024 | 2023 | 2024 | 2023
|  | € | € | € | €
| Financial assets |  |  |  |
| Financial assets measured at amortisation costs | 6,007,055 | 12,693,371 | 712,916 | 1,092,091
| Financial assets measured at fair value through profit or loss | 640,526 | 695,694 | - | 2,587
|  | 6,647,581 | 13,389,065 | 712,916 | 1,094,678
| Financial liabilities |  |  |  |
| Financial liabilities measured at amortised costs | 18,091,763 | 12,724,912 | 139,467 | 339,115
| Financial assets that are debt instruments measured at amortised cost comprise of trade and other short term debtors.
| Financial instruments measured at fair value through profit or loss held as part of a trading portfolio comprise of Listed Investments.
| Financial liabilities measured at amortised cost comprise of short term creditors such as bank loan, trade and other creditors.
26. | Deferred taxation
| Group
|  | 2024
|  | €
| At beginning of year | 7,435
| Charged to profit or loss | (273,712)
| At end of year | (266,277)
Page 42
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 26.Deferred taxation (continued)
| The deferred tax balance is made up as follows:
|  | Group | Group Unaudited
|  | 2024 | 2023
|  | € | €
| Valuation foreign exchange (loss)/gain | - | (355)
| Unrealised income | - | (141,937)
| Tax losses carried forward | 141,723 | 557,727
| Fair value movement | (408,000) | (408,000)
|  | (266,277) | 7,435
| Comprising: |  |
| Asset - due within one year | 141,723 | 557,726
| Liability | (408,000) | (550,292)
|  | (266,277) | 7,434
27. | Share capital
|  |  |  |  |  | Unaudited
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
|  | Allotted, called up and fully paid |  |
|  | 26,088 (2023 - 26,088) Ordinary shares of £1.00 each | 32,945 | 32,945
Page 43
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
28. | Reserves
Share premium account The share premium account represents amounts received by the Company for shares in excess of the nominal value of the share. Foreign exchange reserve The foreign exchange reserve comprises foreign exchange movements on the retranslation of overseas subsidiaries whose functional currency is not in euros. Other reserves Other reserves comprise following: ∙Merger relief reserve of €5,827,722 in the Company. The merger relief reserve was the associated share premium after issuing shares to acquire the share capital of a subsidiary to greater than 90% during the year ended 31 December 2016. ∙Fair value movement on investment property €615,625 in one subsidiary. ∙Fair value movement on a cash hedge fund of €3,800,000 maturing in October 2026. The rest of the other reserves comprise the accumulated fair value gains less associated deferred tax resulting from listed investments to market value. Profit and loss account Profit and loss account reserve represents the cumulative profits and losses of the Group.
29. | Related party transactions
| The company has taken advantage of the exemption in FRS 102, paragraph 33.1A 'Related party disclosures' whereby it has not disclosed transactions with any wholly owned subsidiary undertakings. At the balance sheet date, the amount owed by Vito Lupo Srl to the Company is €1,380,698 (2023: €1,380,698). At the balance sheet date, among the other debtors balance is a loan of €546,346 (2023: other creditor of €301,648) owed by the shareholder to the Company. The amount is unsecured, interest free and repayable on demand. At the balance date, included in the balance of other debtors, there was a €161,831 (2023: €936,847) loan to two companies which the Company acted as a nominee to hold 100% shares on behalf of their shareholder. As disclosed in Note 17, at the balance sheet date, there was a €1.90m (2023: €1.57m), €400k (2023: €400k) and €1.38m (2023: €1.38m) loan owed by Immobiliare Ro-mar Srl, VLH SA and Vito Lupo Srl respectively (details see Note 17).
Page 44
REXCROFT SOLUTIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
30. | Controlling party
The ultimate controlling party is Mr V Lupo and his close family by virtue of their shareholding.
Page 45