REGISTERED NUMBER: 10520077 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST OCTOBER 2025

FOR

NOAR, LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

S E Deverell

A J T Scott

REGISTERED OFFICE:

Estate Office Rotherfield Park Estate

East Tisted

Alton

GU34 3QN

REGISTERED NUMBER:

10520077 (England and Wales)

AUDITORS:

Shaw Gibbs (Audit) Limited

Chartered Certified Accountants

Statutory Auditor

25 St Thomas Street

Winchester

Hampshire

SO23 9HJ

The directors present their strategic report of the company and the group for the year ended 31st October 2025.

Noar, Limited (the "Company") serves as the majority shareholder in several diversified trading companies across various sectors (the "Group", "subsidiaries"). The Company adopts a long-term investment approach, exercising patience with its capital, supporting management teams focused on building sustainable, growing businesses over the long run. The Company is agile in its decision-making, ensuring it can provide timely strategic guidance where necessary.

The Company has built a diversified portfolio of companies across a variety of sectors, which currently includes manufacturing, bereavement care and mortuary products and fasteners. Its intention is to acquire further portfolio companies in the future.

The Company benefits from the collective expertise of its experienced team, which brings decades of knowledge in strategic, financial, investment, and property matters. This team actively supports the management teams of each subsidiary, providing valuable insights and guidance to help overcome challenges and ensure the long-term sustainability of the businesses.

The Board of each Group company is comprised of the managers of the business and members of the Noar team. The management teams within each subsidiary are fully empowered to recommend strategic objectives for approval by their respective Boards, with full responsibility for the execution of their companies' strategies.

REVIEW OF BUSINESS

The consolidated income statement on page 9 shows an increase in turnover for the year of £0.76m to £14.76m in 2025 as a result of organic growth within the portfolio.

Profit before tax before the impairment of goodwill has decreased by 24% from £1.2m to £0.9m.

Key performance indicators

The subsidiary companies prepare a weekly sales report against budget and prior year. The open order book and cash balances are also reported. Monthly management accounts allow gross margin and overheads to be regularly reviewed.

Non-financial indicators

The Directors review multiple non-financial KPI's to ensure the success of the portfolio. These include customer enquiries, conversion rates and order book size; website and social media activity and quality incidents and their resolution.

Each subsidiary Board meeting commences with a focus on health & safety as a priority before any other topics are discussed. All traditional data points are tracked, including leading indicators such as accident and near-miss reporting, reportable accidents under RIDDOR, and staff training. Additionally, the health and safety culture is assessed within each business to ensure that safety measures are genuinely embraced, supporting a safe environment and the wellbeing of all employees.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company believes that the primary risks and uncertainties are mitigated through the diversity of activities of the group subsidiaries and their respective customer bases.

The principal financial risks to the Group are a decline in sales due to changes in each market sector, restrictions on capacity due to building constraints to meet budgeted sales, and foreign exchange risk where purchases or sales are made in foreign currency.

A review of the group-wide risk register is conducted as part of the Company quarterly board meetings. While the Directors hold ultimate responsibility for the Group's risk management process, each subsidiary develops a business plan that addresses strategic direction, customer engagement, resources, IT and processes. The Directors collaborate closely with the board of each subsidiary to understand and monitor the risk identified. The key non-financial risks identified relate to Health & Safety, leadership & US tariffs.

FUTURE DEVELOPMENTS

The Directors continue to assess development opportunities in each of the subsidiary companies and will sanction appropriate investment opportunities. The Company will also continue to consider investments in new companies.

RESEARCH AND DEVELOPMENT

In each subsidiary company, ongoing investment in research and development is crucial for preserving the market position and ensuring future growth.

ON BEHALF OF THE BOARD:

A J T Scott - Director

9th March 2026

The directors present their report with the financial statements of the company and the group for the year ended 31st October 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31st October 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st November 2024 to the date of this report.

S E Deverell

A J T Scott

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 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 company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Shaw Gibbs (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A J T Scott - Director

9th March 2026

Opinion

We have audited the financial statements of Noar, Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st October 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31st October 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

We obtained an understanding of the legal and regulatory framework applicable to the group via discussions with the directors. This identified that the most significant laws and regulations relate to the form and content of the financial statements such as the UK Companies Act 2006 and Financial Reporting Standard 102. The group complies with these laws and regulations by using appropriately qualified professionals to prepare the financial statements.

As part of our planning process we assessed susceptibility of the group's financial statements to material misstatements, including how fraud might occur by making an assessment of the key risks. The key risks identified in respect of Noar, Ltd group are revenue recognition and management override. The directors confirmed no actual, suspected or alleged cases of fraud.

Based on this assessment we designed our audit procedures to address these key risk areas with an emphasis on testing sales and those areas susceptible to management override including testing manual journals and making enquiries of management.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

- Enquiry of management and those charges with governance around actual and potential litigation and claims.

- Reviewing minutes of meetings of those charged with governance.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Harriet Sergeant BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited

Chartered Certified Accountants

Statutory Auditor

25 St Thomas Street

Winchester

Hampshire

SO23 9HJ

16th March 2026

TURNOVER

3

14,755,023

13,999,265

Cost of sales

6,669,227

6,458,889

GROSS PROFIT

8,085,796

7,540,376

Administrative expenses

6,410,676

5,653,625

OPERATING PROFIT

5

1,675,120

1,886,751

Interest receivable and similar income

36,998

43,540

1,712,118

1,930,291

Provision for impairment on investments

6

-

1,355,235

1,712,118

575,056

Interest payable and similar expenses

7

817,993

749,157

PROFIT/(LOSS) BEFORE TAXATION

894,125

(174,101

)

Tax on profit/(loss)

8

443,385

731,499

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

450,740

(905,600

)

Profit/(loss) attributable to:

Owners of the parent

(250,938

)

(1,503,398

)

Non-controlling interests

701,678

597,798

450,740

(905,600

)

PROFIT/(LOSS) FOR THE YEAR

450,740

(905,600

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

450,740

Prior year adjustment

(29,618

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(935,218

)

Total comprehensive income attributable to:

Owners of the parent

(250,938

)

(1,533,016

)

Non-controlling interests

701,678

597,798

450,740

(935,218

)

FIXED ASSETS

Intangible assets

10

4,557,500

5,970,538

Tangible assets

11

4,440,143

4,392,670

Investments

12

-

-

8,997,643

10,363,208

CURRENT ASSETS

Stocks

13

2,750,504

2,859,415

Debtors

14

2,073,359

2,375,938

Cash at bank and in hand

2,272,169

1,747,632

7,096,032

6,982,985

CREDITORS

Amounts falling due within one year

15

2,281,422

2,475,237

NET CURRENT ASSETS

4,814,610

4,507,748

TOTAL ASSETS LESS CURRENT LIABILITIES

13,812,253

14,870,956

CREDITORS

Amounts falling due after more than one year

16

(12,028,183

)

(13,006,944

)

PROVISIONS FOR LIABILITIES

20

(197,245

)

(209,351

)

NET ASSETS

1,586,825

1,654,661

CAPITAL AND RESERVES

Called up share capital

21

1,000

1,000

Retained earnings

22

(1,074,402

)

(823,464

)

SHAREHOLDERS' FUNDS

(1,073,402

)

(822,464

)

NON-CONTROLLING INTERESTS

2,660,227

2,477,125

TOTAL EQUITY

1,586,825

1,654,661

The financial statements were approved by the Board of Directors and authorised for issue on 9th March 2026 and were signed on its behalf by:

A J T Scott - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

3,329

711

Investments

12

324,351

324,351

327,680

325,062

CURRENT ASSETS

Debtors

14

11,149,525

10,822,690

Cash at bank

121,287

75,367

11,270,812

10,898,057

CREDITORS

Amounts falling due within one year

15

50,951

331,184

NET CURRENT ASSETS

11,219,861

10,566,873

TOTAL ASSETS LESS CURRENT LIABILITIES

11,547,541

10,891,935

CREDITORS

Amounts falling due after more than one year

16

9,201,703

9,853,443

NET ASSETS

2,345,838

1,038,492

CAPITAL AND RESERVES

Called up share capital

21

1,000

1,000

Retained earnings

22

2,344,838

1,037,492

SHAREHOLDERS' FUNDS

2,345,838

1,038,492

Company's profit for the financial year

1,307,346

918,159

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

The financial statements were approved by the Board of Directors and authorised for issue on 9th March 2026 and were signed on its behalf by:

A J T Scott - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1st November 2023

1,000

709,552

710,552

2,216,521

2,927,073

Prior year adjustment

-

(29,618

)

(29,618

)

-

(29,618

)

As restated

1,000

679,934

680,934

2,216,521

2,897,455

Changes in equity

Dividends

-

-

-

(362,193

)

(362,193

)

Total comprehensive income

-

(1,503,398

)

(1,503,398

)

597,798

(905,600

)

1,000

(823,464

)

(822,464

)

2,452,126

1,629,662

Non-controlling interest arising on business combination

-

-

-

24,999

24,999

Balance at 31st October 2024

1,000

(823,464

)

(822,464

)

2,477,125

1,654,661

Changes in equity

Dividends

-

-

-

(518,576

)

(518,576

)

Total comprehensive income

-

(250,938

)

(250,938

)

701,678

450,740

Balance at 31st October 2025

1,000

(1,074,402

)

(1,073,402

)

2,660,227

1,586,825

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st November 2023

1,000

119,333

120,333

Changes in equity

Total comprehensive income

-

918,159

918,159

Balance at 31st October 2024

1,000

1,037,492

1,038,492

Changes in equity

Total comprehensive income

-

1,307,346

1,307,346

Balance at 31st October 2025

1,000

2,344,838

2,345,838

Cash flows from operating activities

Cash generated from operations

1

3,436,354

3,679,348

Interest paid

(817,188

)

(749,157

)

Interest element of hire purchase payments paid

(805

)

-

Tax paid

(730,866

)

(1,026,032

)

Net cash from operating activities

1,887,495

1,904,159

Cash flows from investing activities

Purchase of intangible fixed assets

(80,000

)

-

Purchase of tangible fixed assets

(233,635

)

(3,359,207

)

Sale of tangible fixed assets

5,515

(8

)

Purchase of subsidiary

-

(2,099,975

)

Interest received

36,998

43,540

Net cash from investing activities

(271,122

)

(5,415,650

)

Cash flows from financing activities

New loans in year

948,259

5,168,883

Loan repayments in year

(1,846,630

)

(1,484,842

)

Capital repayments in year

(5,172

)

-

Amount introduced by directors

-

3,065

Amount withdrawn by directors

(9

)

-

NCI dividends

(518,576

)

(362,193

)

Adjustment to subsidiary purchase price

330,292

352,282

Net cash from financing activities

(1,091,836

)

3,677,195

Increase in cash and cash equivalents

524,537

165,704

Cash and cash equivalents at beginning of year

2

1,747,632

1,581,928

Cash and cash equivalents at end of year

2

2,272,169

1,747,632

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit/(loss) before taxation

894,125

(174,101

)

Depreciation charges

258,273

237,042

Loss on disposal of fixed assets

2,041

503

Amortisation charges

1,149,413

1,140,694

Goodwill impairment

-

1,355,235

Finance costs

817,993

749,157

Finance income

(36,998

)

(43,540

)

3,084,847

3,264,990

Decrease in stocks

108,911

231,807

Decrease in trade and other debtors

389,669

141,625

(Decrease)/increase in trade and other creditors

(147,073

)

40,926

Cash generated from operations

3,436,354

3,679,348

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st October 2025

31.10.25

1.11.24

£

£

Cash and cash equivalents

2,272,169

1,747,632

Year ended 31st October 2024

31.10.24

1.11.23

£

£

Cash and cash equivalents

1,747,632

1,581,928

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.11.24

Cash flow

changes

At 31.10.25

£

£

£

£

Net cash

Cash at bank

and in hand

1,747,632

524,537

2,272,169

1,747,632

524,537

2,272,169

Debt

Finance leases

-

5,172

-

(61,163

)

Debts falling due

within 1 year

(360,000

)

(120,394

)

-

(480,394

)

Debts falling due

after 1 year

(13,006,944

)

1,018,765

-

(11,988,179

)

(13,366,944

)

903,543

-

(12,529,736

)

Total

(11,619,312

)

1,428,080

-

(10,257,567

)

1.	STATEMENT OF COMPLIANCE

Noar, Limited is a private company, limited by shares and incorporated in England and Wales. The address of the registered office is Estate Office Rotherfield Park Estate, East Tisted, Alton, England, GU34 3QN. The registration number is 10520077.

The financial statements are presented in sterling, which is the functional currency of the group, and rounded to the nearest pound.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared in accordance with the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated financial statements incorporate the results of Noar, Limited and all its subsidiary undertakings as at 31st October 2025 using the acquisition method of accounting. The parent company has taken advantage of section 408 of the Companies Act 2006 and has not included its own Profit and Loss Account in these financial statements.

Roftek Holdings Limited and Roftek Limited's year end was previously 29th February and therefore interim financial statements were used for the balances included in the consolidation of comparative data (2024). Both companies changed their year-ends in the prior period to the 31st October.

Related party exemption

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

On the sale of goods income is recognised at the point that the goods are dispatched to the customer.

Management fee and interest income is recognised in the period to which the income relates.

Goodwill

Goodwill is the amount arising on consolidation and is amortised over its useful life of 10 years. As the group is unable to reliably estimate the useful life of goodwill, in accordance with FRS 102 Section 19.23 amortisation is to not exceed 10 years.