REGISTERED NUMBER: 04296853 (England and Wales)

REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2025

FOR

NOMOW LIMITED

Page

Company Information

1

Report of the Directors

2

Balance Sheet

3

to

4

Notes to the Financial Statements

5

to

10

DIRECTORS:

Mr J A Teekens

Mr M R Vogel

REGISTERED OFFICE:

Exton Block Ironstone Lane

Market Overton

Oakham

LE15 7TP

REGISTERED NUMBER:

04296853 (England and Wales)

ACCOUNTANTS:

Allens Accountants Limited

Chartered Accountants

123 Wellington Road South

Stockport

Cheshire

SK1 3TH

The directors present their report with the financial statements of the Company for the year ended 30 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the Company in the year under review was that of the supply of artificial turf products. The Company ceased trading after the reporting date as described in Note 15 to the financial statements.

POST BALANCE SHEET EVENTS

Information relating to events since the reporting period is set out in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 31 December 2024 to the date of this report are as follows:

Mr J N G Penninck - resigned 4 June 2025

Mr J A Teekens - appointed 4 June 2025

Mr M R Vogel - appointed 4 June 2025

NET LIABILITIES

At 30 December 2025 the Company had net liabilities of £4,808,437. The Company ceased trading after the reporting date and will rely on financial support from the group to meet its obligations as they fall due. The Directors have received written confirmation from TenCate Grass Holding B.V. that such support will be provided for at least 12 months from the date of approval of the financial statements and have therefore prepared the financial statements on a going concern basis.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mr J A Teekens - Director

30 April 2026

FIXED ASSETS

Intangible assets

4

7,865

8,393

Tangible assets

5

175,783

203,695

183,648

212,088

CURRENT ASSETS

Stocks

398,665

336,975

Debtors

6

2,014,551

1,776,245

Cash at bank and in hand

107,359

61,714

2,520,575

2,174,934

CREDITORS

Amounts falling due within one year

7

7,512,660

6,088,797

NET CURRENT LIABILITIES

(4,992,085

)

(3,913,863

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,808,437

)

(3,701,775

)

CREDITORS

Amounts falling due after more than one year

8

-

13,890

NET LIABILITIES

(4,808,437

)

(3,715,665

)

CAPITAL AND RESERVES

Called up share capital

11

10

10

Retained earnings

(4,808,447

)

(3,715,675

)

SHAREHOLDERS' DEFICIT

(4,808,437

)

(3,715,665

)

The Company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 December 2025.

The members have not required the Company to obtain an audit of its financial statements for the year ended 30 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the Company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the Company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the Company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2026 and were signed on its behalf by:

Mr J A Teekens - Director

Mr M R Vogel - Director

1.	STATUTORY INFORMATION

Nomow Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

Following the reporting date, the Company ceased trading and its activities were transferred to another group undertaking as part of a group reorganisation. The Company is not expected to undertake further trading activities.

The Company has net liabilities at the reporting date and will rely on financial support from its parent undertaking and the wider group to enable it to settle its liabilities as they fall due.

The Directors have received written confirmation from TenCate Grass Holding B.V., an intermediate parent undertaking within the group, that it will provide financial support to the Company for a period of at least 12 months from the date of approval of these financial statements.

On this basis, the Directors have a reasonable expectation that the Company will be able to meet its obligations as they fall due for the foreseeable future and have therefore prepared the financial statements on a going concern basis.

Turnover

Turnover represents the fair value of consideration received or receivable for goods supplied and installation services provided in the ordinary course of business, net of discounts, rebates, value added tax and other sales taxes. Turnover is wholly attributable to the principal activities of the Company and arises within the United Kingdom and Europe.

Turnover from the sale of goods is recognised when control of the goods has transferred to the customer, which is typically on delivery. Turnover from installation services is recognised by reference to the stage of completion of the contract at the reporting date.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development expenditure is being amortised evenly over their estimated useful life of 3 years.

Development expenditure on specific projects is carried forward when its recoverability can be foreseen with reasonable assurance. Development expenditure is amortised in relation to sales from such projects as it is considered this treatment results in proper matching of costs and revenue. All other research and development expenditure is written off in the year it is incurred.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant & machinery

-

15% on reducing balance

Fixtures & fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

25% on reducing balance

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.

At each balance sheet 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 the profit and loss.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for goods sold and/or services performed in the ordinary course of business. Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities. Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to the Profit and loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance sheet.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, together with loans to and from related parties.

Debt instruments (other than those wholly repayable or receivable in one year), including loans and other debtors and creditors are initially measured at present value of future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable in one year, typically trade debtors or creditors, are measured, initially and subsequently, at the undiscounted amount of cash or other consideration, expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transactions, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the Balance Sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 16 (2024 - 21 ) .

4.	INTANGIBLE FIXED ASSETS

Development

costs

£

COST

At 31 December 2024

and 30 December 2025

42,942

AMORTISATION

At 31 December 2024

34,549

Amortisation for year

528

At 30 December 2025

35,077

NET BOOK VALUE

At 30 December 2025

7,865

At 30 December 2024

8,393

5.	TANGIBLE FIXED ASSETS

Plant &

Fixtures

Motor

Computer

machinery

& fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 31 December 2024

106,595

256,906

160,875

62,084

586,460

Additions

1,619

-

-

181

1,800

At 30 December 2025

108,214

256,906

160,875

62,265

588,260

DEPRECIATION

At 31 December 2024

64,998

157,043

112,133

48,591

382,765

Charge for year

4,946

12,881

9,292

2,593

29,712

At 30 December 2025

69,944

169,924

121,425

51,184

412,477

NET BOOK VALUE

At 30 December 2025

38,270

86,982

39,450

11,081

175,783

At 30 December 2024

41,597

99,863

48,742

13,493

203,695

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

1,541,414

1,203,870

Amounts owed by group undertakings

245,478

290,338

Other debtors

124,889

124,889

VAT

30,505

44,640

Prepayments & accrued income

72,265

112,508

2,014,551

1,776,245

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 9)

54,588

56,963

Other loans (see note 9)

90,000

90,000

Trade creditors

7,192,758

5,759,396

Amounts owed to group undertakings

69,408

61,987

Corporation Tax

207

207

Social security and other taxes

27,307

78,339

Other creditors

1,817

12,291

Accruals & deferred income

76,575

29,614

7,512,660

6,088,797

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans (see note 9)

-

13,890

9.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

40,698

23,630

Bank loans

13,890

33,333

Other loans

90,000

90,000

144,588

146,963

Amounts falling due between one and two years:

Bank loans - 1-2 years

-

13,890

10.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Bank loans

13,890

47,223

Bank loans are secured by way of fixed and floating charge over the assets of the company. Hire purchase contracts are secured against the asset to which it relates.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary

£10

10

10

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

13.	POST BALANCE SHEET EVENTS

Following the reporting date, the Company ceased trading as part of a group reorganisation and its activities were transferred to another group undertaking.

These events occurred after the reporting period and are considered non-adjusting events and have not been reflected in the figures included in these financial statements.

14.	ULTIMATE CONTROLLING PARTY

At the balance sheet date, the Company’s immediate parent undertaking was Evergreens (UK) Ltd, a company incorporated in England and Wales.

The Company forms part of a wider group headed by Touchdown Topco LP, a limited partnership incorporated in the United States of America, which is the Company’s ultimate controlling party.