Company Registration Number: SC163138
FOR THE YEAR ENDED 30 SEPTEMBER 2025
SPOTLESS COMMERCIAL CLEANING LIMITED
COMPANY INFORMATION
SPOTLESS COMMERCIAL CLEANING LIMITED
CONTENTS
SPOTLESS COMMERCIAL CLEANING LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The year ended 30 September 2025 saw the Group continue its revenue and profit growth trajectory in a continually competitive and challenging trading environment.
The Group’s core customer base continues to evolve with regards their cleaning and supplementary services. Trading conditions are buoyant despite the increase in Employer’s NIC in April 2025, a significant increase in the National Living Wage, and the continued knock-on effect of home working, following the COVID19 outbreak. Our mid-market customer base remains mostly loyal and tolerant of absorbing these costs, as long as their service level remains high. Some sectors are clearly more exposed to economic pressures, but we continue to manage this accordingly, targeting organic and acquisitive growth in resilient sectors.
This year’s financial results include the addition of Fluid Options UK Ltd as part of the Group following the acquisition of 100% of the Company’s share capital by Spotless Commercial Cleaning Ltd on 17th October 2024.
Also included in the results is the non trading position throughout the year of Ashdown Cleaning Ltd a company of which 100% of the share capital was owned by Spotless Commercial Cleaning Ltd. This follows the transfer of the trade to the parent company with the Company subsequently being dissolved on 24th March 2026.
Spotless Commercial Cleaning Ltd
The principal activity of Spotless Commercial Cleaning Ltd continued to be the provision of cleaning and associated services for commercial customers in the United Kingdom.
The company’s turnover increased from £19.1m in 2024 to £24.6m in 2025. The Company achieved this strong increase in turnover due to a mixture of organic growth and the transfer of customer contracts within the Group.
This has in turn lead the company to report a pre tax profit of £1.21m in the 2025 year compared to a profit of £586k in the 2024 year. This has been achieved due to the transfer of trade from elsewhere within the Group which has allowed for head office and overhead costs to less stringent.
Operationally this strategy underpins the company’s long term strategy towards achieving its revenue and profit growth targets.
Brightwaste Ltd
The principal activity of Brightwaste Ltd continued to be the provision of waste collection services for customers in the United Kingdom.
On 31st March 2025 the Group sold the whole of its 100% shareholding in Brightwaste Ltd. Therefore the second half of the year does not include any inter-group trade from Brightwaste Ltd.
The Group’s core customer base continues to evolve with regards their cleaning and supplementary services. Trading conditions are buoyant despite the increase in Employer’s NIC in April 2025, a significant increase in the National Living Wage, and the continued knock-on effect of home working, following the COVID19 outbreak. Our mid-market customer base remains mostly loyal and tolerant of absorbing these costs, as long as their service level remains high. Some sectors are clearly more exposed to economic pressures, but we continue to manage this accordingly, targeting organic and acquisitive growth in resilient sectors.
This year’s financial results include the addition of Fluid Options UK Ltd as part of the Group following the acquisition of 100% of the Company’s share capital by Spotless Commercial Cleaning Ltd on 17th October 2024.
Also included in the results is the non trading position throughout the year of Ashdown Cleaning Ltd a company of which 100% of the share capital was owned by Spotless Commercial Cleaning Ltd. This follows the transfer of the trade to the parent company with the Company subsequently being dissolved on 24th March 2026.
Spotless Commercial Cleaning Ltd
The principal activity of Spotless Commercial Cleaning Ltd continued to be the provision of cleaning and associated services for commercial customers in the United Kingdom.
The company’s turnover increased from £19.1m in 2024 to £24.6m in 2025. The Company achieved this strong increase in turnover due to a mixture of organic growth and the transfer of customer contracts within the Group.
This has in turn lead the company to report a pre tax profit of £1.21m in the 2025 year compared to a profit of £586k in the 2024 year. This has been achieved due to the transfer of trade from elsewhere within the Group which has allowed for head office and overhead costs to less stringent.
Operationally this strategy underpins the company’s long term strategy towards achieving its revenue and profit growth targets.
Brightwaste Ltd
The principal activity of Brightwaste Ltd continued to be the provision of waste collection services for customers in the United Kingdom.
On 31st March 2025 the Group sold the whole of its 100% shareholding in Brightwaste Ltd. Therefore the second half of the year does not include any inter-group trade from Brightwaste Ltd.
Ashdown Cleaning Ltd
The Company was dormant and did not trade throughout the year following the transfer of all previous trade to Spotless Commercial Cleaning on 1st July 2024.
The Company was subsequently dissolved on 24th March 2026.
Brightwater Services Limited
The Group’s interest in an associated business, Brightwater Services Limited, was disposed of in its entirety on 6th February 2025.
The Company was dormant and did not trade throughout the year following the transfer of all previous trade to Spotless Commercial Cleaning on 1st July 2024.
The Company was subsequently dissolved on 24th March 2026.
Brightwater Services Limited
The Group’s interest in an associated business, Brightwater Services Limited, was disposed of in its entirety on 6th February 2025.
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SPOTLESS COMMERCIAL CLEANING LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Fluid Options UK Ltd
On 17th October 2024 Spotless Commercial Cleaning Ltd acquired 100% of the share capital of Fluid Options UK Ltd.
The principal activity of Fluid Options UK Ltd continued to be the provision of cleaning and associated services for commercial customers in the United Kingdom.
On 1st June 2025 all trade of Fluid Options UK Ltd was transferred to Spotless Commercial Cleaning Ltd.
Future Developments
The Group continues to invest in its sales and lead generation functions with these being key drivers in achieving its short and long term growth ambitions with these showing positive returns in the post year end management accounts.
In line with the above the Group also sees growth through acquisition as a key part of its growth strategy. As noted below the Group has made further acquisitions post year end in line with this strategy. The Group is of a strong financial footing which allows us to consider any future acquisition if and when these are identified. Going forward acquisition by growth is a key element of the Group meeting its ambitions and if it is thought that an acquisition target would assist the Group in achieving these ambitions the Group is in a position to act upon this accordingly.
Post Balance Sheet Events
On 1st November 2025 the Group acquired 100% of the shareholding of Eco-Clean and Maintenance Ltd.
On 17th October 2024 Spotless Commercial Cleaning Ltd acquired 100% of the share capital of Fluid Options UK Ltd.
The principal activity of Fluid Options UK Ltd continued to be the provision of cleaning and associated services for commercial customers in the United Kingdom.
On 1st June 2025 all trade of Fluid Options UK Ltd was transferred to Spotless Commercial Cleaning Ltd.
Future Developments
The Group continues to invest in its sales and lead generation functions with these being key drivers in achieving its short and long term growth ambitions with these showing positive returns in the post year end management accounts.
In line with the above the Group also sees growth through acquisition as a key part of its growth strategy. As noted below the Group has made further acquisitions post year end in line with this strategy. The Group is of a strong financial footing which allows us to consider any future acquisition if and when these are identified. Going forward acquisition by growth is a key element of the Group meeting its ambitions and if it is thought that an acquisition target would assist the Group in achieving these ambitions the Group is in a position to act upon this accordingly.
Post Balance Sheet Events
On 1st November 2025 the Group acquired 100% of the shareholding of Eco-Clean and Maintenance Ltd.
Health and Safety Risk
Given the nature of the work undertaken by the company, it is essential that the Group manages its health and safety risks for all internal and external stakeholders. The Group has policies and procedures for its employees and provides training to all cleaning operatives to meet health and safety standards.
Financial Risk
Due to the ongoing position of the United Kingdom economy including changes to tax and national insurance regulations and the inherent risks that these have on the Group this could result in lower profitability. In this regard the following areas are what the Group considers to be its key areas of exposure:
• Price, particularly labour costs
• Credit, potential for customer non payment
• Liquidity
• Cashflow
These risks are mitigated by strong financial controls and policies including regular review of cashflow and profitability by senior management. This leads senior management to believe the group will continue to be profitable and any such impacts on cost would be sufficiently mitigated.
Credit Risk
There are credit risks for the Group. Customers will potentially suffer financially from the position of the United Kingdom economy and changing regulations and subsequently may struggle to pay for our services in line with terms. We are hopeful that this will not materialise, and our services are continued through our good relationship and reputation with our customers and their continued need for our services in the future. We also feel we have strong financial controls in place to allow us to identify any customers who maybe facing financial difficulties as early as possible in order that solutions can be put in place to allow us to collect customer debt in the quickest and most efficient way possible.
Given the nature of the work undertaken by the company, it is essential that the Group manages its health and safety risks for all internal and external stakeholders. The Group has policies and procedures for its employees and provides training to all cleaning operatives to meet health and safety standards.
Financial Risk
Due to the ongoing position of the United Kingdom economy including changes to tax and national insurance regulations and the inherent risks that these have on the Group this could result in lower profitability. In this regard the following areas are what the Group considers to be its key areas of exposure:
• Price, particularly labour costs
• Credit, potential for customer non payment
• Liquidity
• Cashflow
These risks are mitigated by strong financial controls and policies including regular review of cashflow and profitability by senior management. This leads senior management to believe the group will continue to be profitable and any such impacts on cost would be sufficiently mitigated.
Credit Risk
There are credit risks for the Group. Customers will potentially suffer financially from the position of the United Kingdom economy and changing regulations and subsequently may struggle to pay for our services in line with terms. We are hopeful that this will not materialise, and our services are continued through our good relationship and reputation with our customers and their continued need for our services in the future. We also feel we have strong financial controls in place to allow us to identify any customers who maybe facing financial difficulties as early as possible in order that solutions can be put in place to allow us to collect customer debt in the quickest and most efficient way possible.
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SPOTLESS COMMERCIAL CLEANING LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Recruitment Risk
Due to the number of staff employed by the Group and the requirement for additional staff based on revenue growth there is continued risk that we may experience difficulty recruiting staff. This has been an ongoing risk since the United Kingdom’s exit from the European Union. If this continues this will effect the Group’s ability to grow to its full potential.
This report was approved by the board and signed on its behalf.
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SPOTLESS COMMERCIAL CLEANING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The directors present their report and the financial statements for the year ended 30 September 2025.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £851,978 (2024 - £365,570).
Dividends were declared and paid during the year totalling £200,000 (2023 - £200,000).
The directors who served during the year were:
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SPOTLESS COMMERCIAL CLEANING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The auditors, Armstrong Watson Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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SPOTLESS COMMERCIAL CLEANING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SPOTLESS COMMERCIAL CLEANING LIMITED
We have audited the financial statements of Spotless Commercial Cleaning Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the Consolidated Statement of Cash Flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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SPOTLESS COMMERCIAL CLEANING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SPOTLESS COMMERCIAL CLEANING LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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 Directors' Report.
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SPOTLESS COMMERCIAL CLEANING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SPOTLESS COMMERCIAL CLEANING LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence,
capabilities and knowledge of the Company to identify or recognise non-compliance with applicable laws and
regulations;
capabilities and knowledge of the Company to identify or recognise non-compliance with applicable laws and
regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and
other management and review of appropriate industry knowledge. Key laws and regulations we identified
during the audit were the UK Companies Act 2006 and tax legislation, UK employment legislation and UK
health and safety legislation;
other management and review of appropriate industry knowledge. Key laws and regulations we identified
during the audit were the UK Companies Act 2006 and tax legislation, UK employment legislation and UK
health and safety legislation;
∙we assessed the extent of compliance with the laws and regulations identified above by making enquiries of
management; and
management; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained
alert to instances of non-compliance throughout the audit.
alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including
obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their
knowledge of actual, suspected and alleged fraud; and considering the internal controls in place to mitigate
risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
knowledge of actual, suspected and alleged fraud; and considering the internal controls in place to mitigate
risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures as a risk assessment tool to identify any unusual or unexpected
relationships;
relationships;
∙tested journal entries recorded on the Company’s finance system to identify unusual transactions that may
indicate override of controls;
indicate override of controls;
∙reviewed key judgements and estimates for any evidence of management bias; and reviewed the application
of accounting policies with focus on those with heightened estimation uncertainty.
of accounting policies with focus on those with heightened estimation uncertainty.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed
procedures which included, but were not limited to:
procedures which included, but were not limited to:
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SPOTLESS COMMERCIAL CLEANING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SPOTLESS COMMERCIAL CLEANING LIMITED (CONTINUED)
∙agreeing financial statement disclosures to underlying supporting documentation; and
enquiring of management to identify actual and potential litigation and claims.
enquiring of management to identify actual and potential litigation and claims.
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.
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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants and Statutory Auditors
89 Seaward Street
G41 1HJ
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SPOTLESS COMMERCIAL CLEANING LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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SPOTLESS COMMERCIAL CLEANING LIMITED
REGISTERED NUMBER: SC163138
CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2025
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SPOTLESS COMMERCIAL CLEANING LIMITED
REGISTERED NUMBER: SC163138
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 SEPTEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 44 form part of these financial statements.
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SPOTLESS COMMERCIAL CLEANING LIMITED
REGISTERED NUMBER: SC163138
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2025
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SPOTLESS COMMERCIAL CLEANING LIMITED
REGISTERED NUMBER: SC163138
COMPANY BALANCE SHEET (CONTINUED)
AS AT 30 SEPTEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 44 form part of these financial statements.
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SPOTLESS COMMERCIAL CLEANING LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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SPOTLESS COMMERCIAL CLEANING LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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SPOTLESS COMMERCIAL CLEANING LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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SPOTLESS COMMERCIAL CLEANING LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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SPOTLESS COMMERCIAL CLEANING LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Spotless Commercial Cleaning Limited is a private company limited by shares, incorporated and registered in Scotland. The address of the registered office is Stuart House, Eskmills, Station Road, Musselburgh, East Lothian, EH21 7PB, registered number SC163138.
The Group principal activity is that of the provision of commercial cleaning services for offices, retail and leisure, medical and industrial and the provision of waste recycling services.
These financial statements are presented in pound sterling and rounded to the nearest pound.
The Group principal activity is that of the provision of commercial cleaning services for offices, retail and leisure, medical and industrial and the provision of waste recycling services.
These financial statements are presented in pound sterling and rounded to the nearest pound.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
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:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In preparing these financial statements the Directors have given careful consideration to current and anticipated future solvency requirements of the Group and company and its ability to continue as a going concern for at least twelve months from the date of issue of these financial statements.
The Directors have prepared these financial statements on a going concern basis.
The Directors have undertaken a detailed review, including preparation of forecasts which extend beyond 30th June 2027, and consider available cash reserves and financing facilities. Based on these forecasts, the Directors are satisfied that there is sufficient cash and credit facilities to meet its liabilities as they fall due for a period of at least twelve months from the date the financial statements are signed.
Therefore, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
The Directors have prepared these financial statements on a going concern basis.
The Directors have undertaken a detailed review, including preparation of forecasts which extend beyond 30th June 2027, and consider available cash reserves and financing facilities. Based on these forecasts, the Directors are satisfied that there is sufficient cash and credit facilities to meet its liabilities as they fall due for a period of at least twelve months from the date the financial statements are signed.
Therefore, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
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SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
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SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Goodwill
Other intangible assets
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:
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SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (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:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
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SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
Certain transactions are measured at fair value in accordance with FRS 102. Fair value is determined using observable market prices where available, or otherwise using appropriate valuation techniques. Where equity instruments are issued and their fair value cannot be measured reliably, fair value is determined by reference to the fair value of the assets acquired or liabilities assumed.
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SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Fair value measurement
During the year, the Group completed a share for share exchange which required the fair value of the equity instruments issued to be determined for accounting purposes.
The fair value of shares issued as part of a share for share exchange was determined using a valuation model due to the absence of an observable market price. The valuation was based on expected trading performance, an earnings multiple, and adjustments for working capital and net debt.
The preparation of forecasts, selection of valuation methodology and multiple, and estimation of working capital and net debt involved significant judgement and estimation uncertainty.
Page 27
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 28
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 29
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 30
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
12.Taxation (continued)
There were no factors that may affect future tax charges.
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Page 31
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
14.Intangible assets (continued)
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Page 32
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Page 33
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
15.Tangible fixed assets (continued)
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Page 34
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Page 35
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 36
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Bank loans and other loans are secured by a floating charge over the assets and undertakings of the Company and a guarantee from a third party.
Page 37
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Bank loans and other loans are secured by a floating charge over the assets and undertakings of the Company and a guarantee from a third party.
Page 38
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Page 39
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
23.Deferred taxation (continued)
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Page 40
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
24.Provisions (continued)
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Share premium account
Profit and loss account
Page 41
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Page 42
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
27.Business combinations (continued)
Page 43
SPOTLESS COMMERCIAL CLEANING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The ultimate controlling party is R Green.
Page 44