ACCOUNTS - Final Accounts preparation

Registered number: 12362539

ANTECH HOLDINGS LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 AUGUST 2025

ANTECH HOLDINGS LTD

REGISTERED NUMBER:12362539

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 AUGUST 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	5		1,133,479		-
Tangible assets	6		3,862,289		-
			4,995,768		-
Current assets
Stocks		3,536,780		-
Debtors: amounts falling due within one year	8	1,532,157		1
Cash at bank and in hand	9	1,810,860		-
		6,879,797		1
Creditors: amounts falling due within one year	10	(4,819,938)		-
Net current assets			2,059,859		1
Total assets less current liabilities			7,055,627		1
Creditors: amounts falling due after more than one year	11		(3,880,000)		-
Provisions for liabilities
Deferred taxation		(367,589)		-
			(367,589)		-
Net assets			2,808,038		1

Capital and reserves
Called up share capital		411,954	1
Share premium account	13	8,074,288	-
Revaluation reserve	13	144,311	-
Foreign exchange reserve	13	104,099	-
Profit and loss account	13	(5,926,614)	-
Equity attributable to owners of the Company		2,808,038	1

Page 1

ANTECH HOLDINGS LTD

REGISTERED NUMBER:12362539

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 AUGUST 2025

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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

A K L Miszewski

Director

Date: 12 May 2026

The notes on pages 5 to 23 form part of these financial statements.

Page 2

ANTECH HOLDINGS LTD

REGISTERED NUMBER:12362539

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 AUGUST 2025

		2025		2024
Note		£		£

Fixed assets
Investments	7		8,576,946		-
			8,576,946		-
Current assets
Debtors: amounts falling due within one year	8	192,102		1
Cash at bank and in hand	9	51,955		-
		244,057		1
Creditors: amounts falling due within one year	10	(1,214,911)		-
Net current (liabilities)/assets			(970,854)		1
Total assets less current liabilities			7,606,092		1

Creditors: amounts falling due after more than one year	11		(3,880,000)		-

Net assets			3,726,092		1

Capital and reserves
Called up share capital			411,954		1
Share premium account	13		8,074,288		-
Loss/(profit) for the year		(4,760,150)		-
Profit and loss account carried forward			(4,760,150)		-
			3,726,092		1

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

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

The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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

A K L Miszewski

Director

Date: 12 May 2026

Page 3

ANTECH HOLDINGS LTD

REGISTERED NUMBER:12362539

COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 AUGUST 2025

The notes on pages 5 to 23 form part of these financial statements.

Page 4

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

1.	GENERAL INFORMATION

AnTech Holdings Ltd is a private company limited by shares incorporated in England and Wales, registered under company number 12362539. The registered office is Unit 7 Newberry Centre, Airport Business Park, Exeter, Devon, England, EX5 2UL.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The consolidated 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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 following principal accounting policies have been applied:

2.2

BASIS OF CONSOLIDATION

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

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

The consolidated financial statements have been prepared in accordance with FRS 102. Consolidation has been applied from 13 December 2024, being the date on which AnTech Holdings Ltd obtained control of AnTech Limited.

Page 5

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.3

GOING CONCERN

Management have carried out an assessment of AnTech Holdings Limited and it's subsidiaries (AnTech Group) as a going concern for at least 12 months from the date of approval of these financial statements to May 2027. In doing so a cashflow forecast has been prepared, combined with an overall risk assessment for the Group, with reference to the Risk Register and SWOT analysis. In doing so, management are confident that AnTech Group is a going concern for the next 12 months.

During the year, the Group results show a loss before taxation of £5,892,297, which includes goodwill impairment of £4,185,717 which is further explained in note 13. These financial statements are for a short period and include the impact of a group restructure.

The wider AnTech Group has had a successful year in 2025. The Group is expected to achieve EBITDA level profitability once a full financial year of performance is reflected.

The products division has maintained revenue compared to 2024, with a slight improvement. Into 2026, we expect that there will be a drop in products revenue driven mainly by customers purchasing patterns and tenders.

In the services division, there are contracts in various global locations and development work with applications outside of the oil and gas industry. There are 4 active contracts which is expected to increase revenue for the next financial year.

The Directors have considered global conflicts and conditions, and to what extent that will impact on the ongoing operations of the business. There are risks to the business which could impact production of goods,supply of materials and demand for product and services and these have been considered in detail through the Group's risk assessment process.

The Directors have reviewed the Group’s current stock holdings, working environment and future trading ability, and as a result anticipate that the business will continue to be successful. In light of this, the directors consider it appropriate for the financial statements to be prepared on a going concern basis.

Page 6

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 Sterling 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.

Page 7

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.5

REVENUE

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

Sale of goods

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

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

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

∙the amount of revenue can be measured reliably;

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

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

Rendering of services

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

∙the amount of revenue can be measured reliably;

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

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

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

2.6

OPERATING LEASES: THE GROUP AS LESSEE

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

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

2.7

RESEARCH AND DEVELOPMENT

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

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

Page 8

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.8

INTEREST INCOME

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

2.9

FINANCE COSTS

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

2.10

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.11

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

2.12

SHARE-BASED PAYMENTS

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 9

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.13

CURRENT AND DEFERRED TAXATION

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

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

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

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

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

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

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

2.14

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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.

The estimated useful lives range as follows:

				Development expenditure	-	5	years
				Computer software	-	4	years

2.15

TANGIBLE FIXED ASSETS

Freehold property is measured under the revaluation model, with all other tangible fixed assets being measured under the cost model. Depreciation is provided at rates calculated to write off the cost or valuation of fixed assets, less their estimated residual value, over their expected useful lives.

Page 10

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.15

TANGIBLE FIXED ASSETS (CONTINUED)

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

Depreciation is provided on the following basis:

Freehold property	-	5 - 50 years
Plant and machinery	-	4 - 5 years
Rental tools and equipment	-	2 - 10 years
Assets under construction	-	Not depreciated

All assets are initially recorded at cost. The capitalisation threshold is £250, apart from handtools where there is no capitalisation threshold - all handtools will be capitalised regardless of value.

Depreciation has been charged on rental tools on a straight line basis, and these tools have an expected useful life of between 2 and 10 years.

2.16

REVALUATION OF TANGIBLE FIXED ASSETS

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.

Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

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

2.17

IMPAIRMENT OF FIXED ASSETS AND GOODWILL

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.18

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 11

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.19

STOCKS

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

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

2.20

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.21

CASH AND CASH EQUIVALENTS

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

2.22

CREDITORS

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

2.23

HOLIDAY PAY ACCRUAL

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

2.24

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.

2.25

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, loans to related parties and investments in ordinary shares.

Page 12

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

3.	JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. 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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Carrying value of intangible and tangible assets

Management assesses the probability of expected future economic benefits using reasonable and supportable assumptions that represent their best estimate of the economic conditions that will exist over the useful life of the asset. Due to the specialised nature of the assets judgement is used to assess the degree of certainty attached to the flow of future economic benefits and the technical feasibility and success of the various projects.

In reviewing for impairment, the carrying value of such assets is compared to the estimated discounted cashflows expected from the use of the assets which involves significant estimates on the part of management.

If there is a material change in economic conditions, climate or other circumstances influencing the estimate of future cash flows or fair value the Company could be required to recognise impairment charges in the future. With the fluctuating oil prices management have this under constant review.

Useful economic life of intangibles assets

The annual amortisation charge is sensitive to any changes in the estimated useful economic life and residual values of intangible assets.

Useful economic lives of tangible assets

The annual depreciation charge is sensitive to any changes in the estimated useful life and residual values of tangible assets. The useful economic lives and residual value is assessed on an annual basis and are amended only when evidence shows a change in the estimated economic lives or residual life. Criteria used to assess the economic life and residual value includes technological advancement, economic utilisation, physical condition of the asset and future investments.

Impairment of stocks

The Company's products are subject to changing market demand. It is therefore necessary to consider on a periodic basis the recoverability of the cost of stocks and the associated impairment. Management calculates impairments by considering the nature and condition of the stocks and applies assumptions around anticipated saleability of finished goods and future usage of raw materials, overheads and labour.

Impairment of debtors

On a periodic basis management makes an estimation of the recoverability of debtors. Management makes such estimations based on the credit rating of debtors, the ageing profile, and historical experience.

Page 13

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

3.JUDGMENTS IN APPLYING ACCOUNTING POLICIES (CONTINUED)

Impairment of goodwill

Goodwill is subject to impairment testing where indicators of impairment exist, which requires the application of significant judgement by management. In assessing whether goodwill is impaired, the directors estimate the recoverable amount to which the goodwill has been allocated. Given the inherent uncertainty in forecasting future cash flows, changes in these assumptions could have a material impact on the recoverable amount.

EMPLOYEES

The average monthly number of employees, including directors, during the year was 47 (2024: 1).

5.	INTANGIBLE ASSETS
	Group

	Research and development	Goodwill	Total
	£	£	£
COST
At 1 September 2024	-	-	-
On acquisition of subsidiary	1,276,386	4,185,717	5,462,103
Additions	86,309	-	86,309
At 31 August 2025	1,362,695	4,185,717	5,548,412
AMORTISATION
At 1 September 2024	-	-	-
Charge for the year	229,216	-	229,216
Impairment charge	-	4,185,717	4,185,717
At 31 August 2025	229,216	4,185,717	4,414,933
NET BOOK VALUE
At 31 August 2025	1,133,479	-	1,133,479
At 31 August 2024	-	-	-

Page 14

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

5.INTANGIBLE ASSETS (CONTINUED)

None of the Group's intangible fixed assets are held in the Parent Company.

Goodwill arising on the acquisition of AnTech Limited has been fully impaired in the year. Following an impairment review performed, the directors concluded that the recoverable amount of the cash-generating unit to which the goodwill relates did not support the carrying value of goodwill. Accordingly, an impairment charge of £4,185,717 has been recognised in amounts written off investments within the Consolidated Statement of Comprehensive Income.

Page 15

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

6.	TANGIBLE FIXED ASSETS
	Group

	Freehold property	Long-term leasehold property	Plant and machinery	Rental tools and equipment	Assets under construction	Total
	£	£	£	£	£	£
COST OR VALUATION
At 1 September 2024	-	-	-	-	-	-
On acquisition of subsidiary	675,500	-	413,940	2,243,288	292,767	3,625,495
Additions	-	197,683	150,315	343,459	93,042	784,499
Transfers between classes	(20,500)	20,500	-	-	-	-
Disposals	-	-	(5,991)	(40,291)	-	(46,282)
Revaluations	-	141,817	-	-	-	141,817
At 31 August 2025	655,000	360,000	558,264	2,546,456	385,809	4,505,529
DEPRECIATION
At 1 September 2024	-	-	-	-	-	-
Charge for the year	4,865	2,494	99,319	574,057	-	680,735
Disposals	-	-	(5,968)	(29,033)	-	(35,001)
On revalued assets	-	(2,494)	-	-	-	(2,494)
At 31 August 2025	4,865	-	93,351	545,024	-	643,240
NET BOOK VALUE
At 31 August 2025	650,135	360,000	464,913	2,001,432	385,809	3,862,289
At 31 August 2024	-	-	-	-	-	-

None of the Group's tangible fixed assets are held in the Parent Company.

The freehold property was valued on 13 December 2024 by an independent, RICS qualified valuer. On an
open market basis, this indicated a value of £655,000.

The long-term leasehold property was valued on 31 August 2025 by an independent, RICS qualified valuer. On an open market basis, this indicated a value of £360,000.

Page 16

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

7.	FIXED ASSET INVESTMENTS

	Company

		Investments in subsidiary companies
		£
	COST OR VALUATION
	At 1 September 2024	-
	Additions	14,838,451
	At 31 August 2025	14,838,451
	IMPAIRMENT
	Charge for the period	6,261,505
	At 31 August 2025	6,261,505

Management has assessed the recoverable amount of the investment by reference to the present value of expected future cash flows. As a result of this assessment, an impairment has been recognised to reduce the carrying value of the investment to its recoverable amount.

DIRECT SUBSIDIARY UNDERTAKING
The following was a direct subsidiary undertaking of the Company:
Name	Registered office	Holding

AnTech Limited

Unit 7 Newbery Commercial Centre, Exeter Airport Business Park, Exeter, Devon, EX5 2UL

100%

INDIRECT SUBSIDIARY UNDERTAKINGS
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Holding

	AnTech Oilfield Services, Inc	517 Lake Placid Drive Seguin, Texas United States of America	100%
	AnTech Oilfield Services Pty Limited	Crown Corporate Services SE 304 L3 171 Clarence St Sydney, NSW 2000 Australia	100%

Page 17

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

DEBTORS

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


Trade debtors	1,081,568	-	26,456	-
Amounts owed by group undertakings	-	-	59,327	-
Other debtors	67,022	-	-	-
Called up share capital not paid	-	1	-	1
Prepayments and accrued income	383,567	-	106,319	-
	1,532,157	1	192,102	1

9.	CASH AND CASH EQUIVALENTS
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Cash at bank and in hand	1,810,860	-	51,955	-

Page 18

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

10.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Debenture loans	970,000	-	970,000	-
Payments received on account	132,029	-	-	-
Trade creditors	634,848	-	-	-
Amounts owed to group undertakings	-	-	84,103	-
Other taxation and social security	191,411	-	17,838	-
Other creditors	218,681	-	8,086	-
Accruals and deferred income	2,672,969	-	134,884	-
	4,819,938	-	1,214,911	-

The following liabilities were secured:
	Group	Company
	2025	2025
	£	£

Debenture loans

970,000

Details of security provided:

The company has issued secured and guaranteed fixed rate deferred payment notes of up to £4,850,000. Interest is payable quarterly in arrears at rates between 10% and 12% per annum. The notes are repayable in instalments over three years and may be redeemed early at the option of the company.

The debenture loans are secured by fixed and floating charges over the assets of the Group.

11.	CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Debenture loans	3,880,000	-	3,880,000	-

The following liabilities were secured:
	Group	Company
	2025	2025
	£	£


	Debenture loans	3,880,000	3,880,000

Details of security provided:

Page 19

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

12.	AMOUNTS WRITTEN OFF INVESTMENTS AND GOODWILL IMPAIRMENT

During the year, the Group recognised an impairment of £4,185,717 against goodwill, which has been recorded in the Consolidated Statement of Comprehensive Income within “amounts written off investments”. This impairment impacts the Group financial statements only.

During the year, the Company recognised an impairment of £6,261,505 against its investment in subsidiary undertakings. This impairment impacts the Company financial statements only.

The impairment review, performed in accordance with FRS 102, compared the carrying value of the investment to its recoverable amount based on expected future cash flows and the net assets of the underlying business. The charge reflects revised expectations of future performance.

13.

RESERVES

Share premium account

This includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Revaluation reserve

The revaluation reserve includes cumulative gains arising on the revaluation of land and buildings. Amounts are transferred to retained earnings as the assets are used or when they are disposed of.

Foreign exchange reserve

The profit and loss account includes all current and prior retained profits and losses.

Page 20

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

14.	BUSINESS COMBINATIONS

ACQUISITION OF ANTECH LIMITED
RECOGNISED AMOUNTS OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED
	Book value	Fair value adjustments	Fair value
	£	£	£

FIXED ASSETS
Tangible	3,404,805	209,540	3,614,345
Intangible	1,276,672	-	1,276,672
	4,681,477	209,540	4,891,017
CURRENT ASSETS
Stocks	3,636,403	-	3,636,403
Debtors	3,869,595	-	3,869,595
Cash at bank and in hand	2,905,763	-	2,905,763
TOTAL ASSETS	15,093,238	209,540	15,302,778
CREDITORS
Due within one year	(4,162,684)	-	(4,162,684)
Deferred taxation	(487,358)	-	(487,358)
TOTAL IDENTIFIABLE NET ASSETS	10,443,196	209,540	10,652,736


	Goodwill	4,185,717
	TOTAL PURCHASE CONSIDERATION	14,838,453

	CONSIDERATION
					£


	Cash	1,502,208
	Equity instruments	8,486,245
	Debt instruments	4,850,000
	TOTAL PURCHASE CONSIDERATION	14,838,453

Page 21

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

14.BUSINESS COMBINATIONS (CONTINUED)

	CASH OUTFLOW ON ACQUISITION
					£


	Purchase consideration settled in cash, as above	1,502,208
	Directly attributable costs	74,240
		1,576,448
	Less: Cash and cash equivalents acquired	(2,905,763)
	NET CASH (INFLOW)/OUTFLOW ON ACQUISITION	(1,329,315)

	The goodwill arising on acquisition has been impaired in full in the financial statements.
	The results of AnTech Limited since acquisition are as follows:
				Current period since acquisition
				£

	Turnover	4,836,585
	(Loss) for the period since acquisition	(1,681,393)

15.	CAPITAL COMMITMENTS
	At 31 August 2025 the Group and Company had capital commitments as follows:
		Group	Group
		2025	2024
		£	£

Contracted for but not provided in these financial statements

45,020

16.	PENSION COMMITMENTS

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £63,252. Contributions totalling £23,317 were payable to the fund at the reporting date and are included in creditors.

Page 22

ANTECH HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

17.	COMMITMENTS UNDER OPERATING LEASES
	At 31 August 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Not later than 1 year	92,148	-
Later than 1 year and not later than 5 years	326,014	-
	418,162	-

18.

RELATED PARTY TRANSACTIONS

The Group has taken advantage of the exemption available under the requirements of Section 33 Related Party Disclosures paragraph 33.1A, in not providing details of any transaction entered into between two or more members of a wholly-owned group.

The total compensation payable to Group key management personnel (who are also the statutory directors of the Company) during the year was £209,609 comprising salaries, employer’s pension contributions and employer’s National Insurance contributions.

19.	CONTROLLING PARTY

The controlling party is Mr Antoni Miszewski by virtue of his shareholding.

20.	AUDITORS' INFORMATION

The auditors' report on the financial statements for the year ended 31 August 2025 was unqualified.

The audit report was signed on 13 May 2026 by Fleur Lewis FCA (Senior statutory auditor) on behalf of Bishop Fleming Audit Limited.

Page 23