Company No: 14102996 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Investments	3	4,261,763		2,023,142
		4,261,763		2,023,142
Current assets
Cash at bank and in hand		2,963,730		2,987,676
		2,963,730		2,987,676
Creditors: amounts falling due within one year	4	( 2,853,517)		( 2,903,940)
Net current assets		110,213		83,736
Total assets less current liabilities		4,371,976		2,106,878
Provision for liabilities	5	( 10,614)		0
Net assets		4,361,362		2,106,878
Capital and reserves
Called-up share capital	6, 7	10,599		3,839,900
Fair value reserve	7	31,840		0
Profit and loss account		4,318,923		( 1,733,022 )
Total shareholders' funds		4,361,362		2,106,878

For the financial year ending 31 October 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Foulis Holdings Ltd (registered number: 14102996) were approved and authorised for issue by the Board of Directors on 19 May 2026. They were signed on its behalf by:

C M D Haynes Director

J H C Haynes Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Foulis Holdings Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Albert Goodman, Lupin Way, Yeovil, BA22 8WW, United Kingdom. The principal place of business is Foulis Holdings Ltd, Sparkford, Yeovil, Somerset, BA22 7LH, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date. Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date that are expected to apply when the timing differences reverse. Deferred tax assets and liabilities are not discounted.

Deferred tax liabilities are presented within provisions for liabilities on the balance sheet.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Deferred taxation is provided on these gains at the rate expected to apply when the investment is disposed or partly disposed of. Other investments are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost. 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.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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 Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	4		2

3. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 November 2024	3,839,901
Additions	2,147,010
Fair value revaluation of subsidiary	42,454
At 31 October 2025	6,029,365
Provisions for impairment
At 01 November 2024	1,816,759
Reversal of impairment	( 49,157)
At 31 October 2025	1,767,602
Carrying value at 31 October 2025	4,261,763
Carrying value at 31 October 2024	2,023,142

At the balance sheet date the company had 2 (2024: 1) wholly owned subsidiaries.

The investments in subsidiaries were revalued at 31 October 2025 by the directors on the balance sheet valuation of the companies. There has been no valuation of investments by an independent valuer.

The investments in subsidiaries were acquired at a historical cost of £5,986,910.

4. Creditors: amounts falling due within one year

	2025		2024
	£		£
Amounts owed to own subsidiaries	2,111,284		952
Amounts owed to connected companies	721,376		2,866,924
Accruals	2,760		2,520
Corporation tax	17,823		33,544
Other taxation and social security	274		0
	2,853,517		2,903,940

Amounts owed to own subsidiaries and connected companies are repayable on demand and do not bear interest.

5. Provision for liabilities

	2025		2024
	£		£
Deferred tax	10,614		0

6. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
10,000 Ordinary A shares of £ 1.00 each (2024: nil shares)	10,000.00		0
997,818 Ordinary B shares of £ 0.0001 each (2024: nil shares)	99.78		0
997,818 Ordinary C shares of £ 0.0001 each (2024: nil shares)	99.78		0
997,818 Ordinary D shares of £ 0.0001 each (2024: nil shares)	99.78		0
1,496,727 Ordinary E shares of £ 0.0001 each (2024: nil shares)	149.67		0
1,496,727 Ordinary F shares of £ 0.0001 each (2024: nil shares)	149.67		0
1 Ordinary G share of £ 0.0001 (2024: nil shares)	0.00		0
1 Ordinary H share of £ 0.0001 (2024: nil shares)	0.00		0
Nil A Ordinary shares (2024: 3,839,900 shares of £ 1.00 each)	0		3,839,900.00
	10,598.68		3,839,900.00

During the year, the company underwent a share for share exchange, whereby the company acquired the entire share capital of Senyah Limited by issuing 2,147,010 Ordinary A shares to the shareholders of Senyah Limited.

A bonus issue of 5,986,910 Ordinary B shares of £0.0001 each was subsequently issued on the basis of 1 Ordinary B share for every 1 Ordinary A share held, with an aggregate nominal value of £598.68, for the purpose of capital restructuring.

Subsequently, 4,989,092 Ordinary B shares were reclassified to 997,818 Ordinary C shares, 997,818 Ordinary D shares, 1,496,727 Ordinary E shares, 1,496,727 Ordinary F shares, 1 Ordinary G share, and 1 Ordinary H share.

The company reduced its share capital by cancelling 5,976,910 Ordinary A shares of £1 each, creating distributable reserves.

7. Changes in equity

	Called-up share capital		Fair value reserve
	£		£
At 01 November 2024	3,839,900		0
Transfer of fair value revaluation of investment in subsidiary from the profit and loss account	0		42,454
Transfer of deferred tax on fair value adjustment from the profit and loss account	0		( 10,614)
Total comprehensive income	0		31,840
Issue of share capital	2,147,609		0
Reduction in share capital	( 5,976,910)
At 31 October 2025	10,599		31,840
At 01 November 2023	3,839,900		0
At 31 October 2024	3,839,900		0

8. Related party transactions

Transactions with entities in which the entity itself has a participating interest

The company has taken advantage of the exemptions provided from disclosing transactions with its wholly owned subsidiaries.