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Grip-UK Ltd Registered number: 07248432 Annual report and financial statements For the year ended 30 September 2025
GRIP-UK LTD COMPANY INFORMATION
Directors | G Macdomhnaill
| B Black
| O Gautier
Registered number | 07248432
Registered office | Unit 202
| 39 Fleet Street
| Liverpool
| L1 4AR
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| One St. Peter's Square
| Manchester
| M2 3DE
GRIP-UK LTD CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditor's Report | 5 - 8
Statement of Comprehensive Income | 9
Statement of Financial Position | 10
Statement of Changes in Equity | 11
Statement of Cash Flows | 12 - 13
Notes to the Financial Statements | 14 - 33
GRIP-UK LTD STRATEGIC REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025
Introduction
The directors present their strategic report for the year ended 30 September 2025.
Business review and future developments
2025 was a year of significant transition for The Climbing Hangar. We successfully opened two new sites during the year, reinforcing our commitment to expanding our presence in the UK climbing market. The successful completion of a major fundraising round with Verlinvest early in FY25 has strengthened our capital position and provided resources to support our strategic objectives. This partnership will enable us to: ∙Selectively expand our footprint through new site openings and acquisitions. ∙Enhance operational efficiency to mitigate rising employment costs. ∙Deepen engagement with our brand and climbing community. Looking ahead, our priority is to balance growth ambitions with prudent financial management. We will continue to monitor economic developments closely and adapt our plans to ensure sustainable progress. Revenue for the year ended 30 September 2025 was £10,393,684
Principal risks and uncertainties
The UK economic outlook remains challenging. The first budget under the new administration has increased employment costs, and the Office for Budget Responsibility (OBR) forecasts subdued economic growth. Customers: The impact of fiscal changes on disposable income and consumer confidence is uncertain, and we continue to monitor potential implications for our sector. Labour: Rising employment costs necessitate a review of staffing models and facility design. We anticipate adopting a more streamlined approach while ensuring that service quality and customer experience are not compromised. Liquidity Risk: The Company mitigates liquidity risk through rigorous forecasting and cash management to ensure sufficient funds under both normal and stressed conditions. Following the Verlinvest investment, the business is well-capitalised to support its growth plans. People: We remain committed to equality of opportunity for all employees and candidates. Recruitment processes are regularly reviewed to ensure fairness and merit-based selection. - 1 -
GRIP-UK LTD STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial key performance indicators
A selection of the Company’s key performance indicators are detailed below:
| Year ended 30 September 2025 | Year ended 30 September 2024 | Variance | Variance
| £ | £ | £ | %
Revenue | 10,393,684 | 9,968,255 | 425,429 | 4
Gross Profit | 9,108,488 | 8,661,092 | 447,396 | 5
Net loss | (2,694,026) | (1,436,831) | (1,257,195) | (87)
Net assets | 9,227,028 | 2,101,005 | 7,126,023 | 339
This report was approved by the board on 16 December 2025 and signed on its behalf.
G Macdomhnaill Director
- 2 -
GRIP-UK LTD 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.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to £2,694,026 (2024 - £1,436,831). The directors have declared no dividends in the year (2024 - £Nil).
Director
The directors who served during the year were:
G Macdomhnaill
B Black (appointed 9 October 2024)
O Gautier (appointed 9 October 2024)
P Gilbert (resigned 9 October 2024) S Challoner (resigned 9 October 2024) H Heywood (resigned 9 October 2024) M Kleibergen (resigned 9 October 2024) Crispin Waddy (resigned 9 October 2024) - 3 -
GRIP-UK LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025 Going concern These financial statements have been prepared on a going concern basis. The current economic conditions, including the Chancellor’s recent budget, present increased risks for all businesses. In response, the directors have carefully considered these risks, including an assessment of uncertainty on future trading projections for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis. The persistent impacts of global economic instability, rising inflation and geopolitical tensions continue to affect virtually every industry, including our own. UK consumer spending has experienced slow growth due to persistent economic challenges, including inflation and the cost-of-living crisis. While real wages began to rise and inflation eased, households have remained cautious, directing a significant portion of income toward savings. The Company did not require any additional banking facilities throughout the year and the Statement of Financial Position is strong, reflecting a net current asset position. We continue to monitor costs closely and invest selectively to protect margins and maintain liquidity. Based on this assessment, the directors consider that the Company maintains an appropriate level of liquidity sufficient to meet the demands of the business. In addition, the Company’s assets are assessed for recoverability on a regular basis. The directors consider that the Company is not exposed to losses on these assets which would affect their decision to adopt the going concern basis. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Company’s ability to continue as a going concern. Thus, the going concern basis remains appropriate.
Matters covered in the Strategic Report
Certain information is not shown in the Director's Report because it is shown in the Strategic Report on pages1 - 2 instead under S414C(11). The Strategic Report includes a business review, future developments and principal risks and uncertainties.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 16 December 2025 and signed on its behalf.
G Macdomhnaill Director
- 4 -
GRIP-UK LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRIP-UK LTD Opinion We have audited the financial statements of Grip-UK Ltd (the ‘Company’) for the year ended 30 September 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: ∙give a true and fair view of the state of the Company’s affairs as at 30 September 2025 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the "Auditor’s responsibilities for the audit of the financial statements" section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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. - 5 -
GRIP-UK LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRIP-UK LTD 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the 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 Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. - 6 -
GRIP-UK LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRIP-UK LTD Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as: tax legislation, pension legislation, the Companies Act 2006. - 7 -
GRIP-UK LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRIP-UK LTD In addition, we evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non compliance, our procedures were included but were not limited to: Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. 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 auditor’s report. Use of the audit 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 auditor's 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. Christopher Martin (Senior Statutory Auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor One St. Peter's Square Manchester M2 3DE 16 December 2025 - 8 -
GRIP-UK LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 10,393,684 | 9,968,255
Cost of sales |  | (1,285,196) | (1,307,163)
Gross profit |  | 9,108,488 | 8,661,092
Administrative expenses |  | (10,939,147) | (9,938,315)
Exceptional items | 5 | (893,833) | -
Other operating income | 6 | 26,407 | 9,462
Operating loss | 7 | (2,698,085) | (1,267,761)
Interest receivable and similar income | 11 | 35,971 | 20,653
Interest payable and similar expenses | 12 | (31,908) | (198,481)
Loss before tax |  | (2,694,022) | (1,445,589)
Tax on loss | 13 | (4) | 8,758
Loss for the financial year |  | (2,694,026) | (1,436,831)
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2025 (2024: £NIL).
The notes on pages 14 to 33 form part of these financial statements.
- 9 -
GRIP-UK LTD REGISTERED NUMBER: 07248432 STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 89,672 |  | 2,926
Tangible assets | 15 |  | 7,574,192 |  | 3,786,120
|  |  | 7,663,864 |  | 3,789,046
Current assets |  |  |  |  |
Stocks | 16 | 358,320 |  | 340,608 |
Debtors: amounts falling due within one year | 17 | 1,043,716 |  | 979,812 |
Cash at bank and in hand | 18 | 2,844,499 |  | 1,018,579 |
|  | 4,246,535 |  | 2,338,999 |
Creditors: amounts falling due within one year | 19 | (2,561,168) |  | (2,508,609) |
Net current assets/(liabilities) |  |  | 1,685,367 |  | (169,610)
Total assets less current liabilities |  |  | 9,349,231 |  | 3,619,436
Creditors: amounts falling due after more than one year | 20 |  | (122,203) |  | (1,518,431)
Net assets |  |  | 9,227,028 |  | 2,101,005
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 237,117 |  | 577
Share premium account | 23 |  | 19,648,962 |  | 10,065,453
Profit and loss account | 23 |  | (10,659,051) |  | (7,965,025)
|  |  | 9,227,028 |  | 2,101,005
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 December 2025.
G Macdomhnaill
Director
The notes on pages 14 to 33 form part of these financial statements. - 10 -
GRIP-UK LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 October 2023 | 577 | 10,065,453 | (6,528,194) | 3,537,836
Comprehensive expense for the year |  |  |  |
Loss for the year | - | - | (1,436,831) | (1,436,831)
Total comprehensive expense for the year | - | - | (1,436,831) | (1,436,831)
At 1 October 2024 | 577 | 10,065,453 | (7,965,025) | 2,101,005
Comprehensive expense for the year |  |  |  |
Loss for the year | - | - | (2,694,026) | (2,694,026)
Total comprehensive expense for the year | - | - | (2,694,026) | (2,694,026)
Contributions by and distributions to owners |  |  |  |
Shares issued during the year | 236,540 | 9,583,509 | - | 9,820,049
Total transactions with owners | 236,540 | 9,583,509 | - | 9,820,049
At 30 September 2025 | 237,117 | 19,648,962 | (10,659,051) | 9,227,028
- 11 -
GRIP-UK LTD STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 SEPTEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (2,694,026) | (1,436,831)
Adjustments for: |  |
Amortisation of intangible assets | 8,329 | 3,844
Depreciation of tangible assets | 854,213 | 704,230
Loss on disposal of tangible assets | 31,931 | 2,252
Interest paid | 31,908 | 198,481
Interest received | (35,971) | (20,653)
Taxation charge | 4 | (8,758)
(Increase)/decrease in stocks | (17,712) | 22,815
Increase in debtors | (62,233) | (36,980)
Increase in creditors | 191,242 | 539,852
Corporation tax (paid) | (1,675) | (17,468)
Net cash outflow used in operating activities | (1,693,990) | (49,216)
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (95,075) | -
Purchase of tangible fixed assets | (4,674,216) | (1,933,853)
Sale of tangible fixed assets | - | 790,276
Interest received | 35,971 | 20,653
Net cash outflow used in investing activities | (4,733,320) | (1,122,924)
- 12 -
GRIP-UK LTD STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Issue of ordinary shares | 9,820,049 | -
Repayment of loans | (222,026) | (138,688)
Repayment of other loans | (42,328) | (36,497)
Interest paid | (31,908) | (52,924)
Repayment of convertible loan notes | (1,270,557) | -
Net cash inflow/(outflow) in financing activities | 8,253,230 | (228,109)
Net increase/(decrease) in cash and cash equivalents | 1,825,920 | (1,400,249)
Cash and cash equivalents at beginning of year | 1,018,579 | 2,418,828
Cash and cash equivalents at the end of year | 2,844,499 | 1,018,579
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,844,499 | 1,018,579
The notes on pages 14 to 33 form part of these financial statements.
- 13 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
1. | General information
Grip-UK Ltd ("the Company") is a private limited company, incorporated in the United Kingdom and registered in England and Wales. The Company is limited by shares, registered number 07248432. The address of the registered office and principal place of business is Unit 202, 39 Fleet Street, Liverpool, L1 4AR. The principal activity of the Company is the operation of sports facilities. 2. Accounting policies
| 2.1 | Basis of preparation of financial statements
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 management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
These financial statements have been prepared on a going concern basis. The current economic conditions, including the Chancellor’s recent budget, present increased risks for all businesses. In response, the directors have carefully considered these risks, including an assessment of uncertainty on future trading projections for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis. The persistent impacts of global economic instability, rising inflation and geopolitical tensions continue to affect virtually every industry, including our own. UK consumer spending has experienced slow growth due to persistent economic challenges, including inflation and the cost-of-living crisis. While real wages began to rise and inflation eased, households have remained cautious, directing a significant portion of income toward savings. The Company did not require any additional banking facilities throughout the year and the Statement of Financial Position is strong, reflecting a net current asset position. We continue to monitor costs closely and invest selectively to protect margins and maintain liquidity. Based on this assessment, the directors consider that the Company maintains an appropriate level of liquidity sufficient to meet the demands of the business. In addition, the Company’s assets are assessed for recoverability on a regular basis. The directors consider that the Company is not exposed to losses on these assets which would affect their decision to adopt the going concern basis. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Company’s ability to continue as a going concern. Thus, the going concern basis remains appropriate. - 14 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2. Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP, rounded to the nearest £. 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 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'.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company derives its income principally from the sales of climbing centre memberships or Pay as you go (PAYG) entrance fees, with secondary income from the sale of food, drink, retail items and coached climbing classes. PAYG and coached class revenue is recognised in the month in which the visit or class occurred. Revenue from the sale of goods is recognised when all the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company 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 Company 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. In respect of retail goods, and food and beverage items this is deemed to have occurred when the goods are sold over the counter on site. - 15 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2. Accounting policies (continued)
| 2.5 | 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 of 5 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.
| 2.6 | Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | 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.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds. - 16 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2. Accounting policies (continued)
| 2.11 | Taxation
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 operates and generates 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; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. 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.
| 2.12 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
| 2.13 | 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. 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
| 2.14 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. - 17 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2. Accounting policies (continued)
| 2.14 | 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:
|  |  |  | Leasehold improvements | - | 10%
|  |  |  | Construction in progress | - | Not depreciated
|  |  |  | Fixtures & fittings | - | 20-33%
|  |  |  | Office equipment | - | 20-33%
|  |  |  | Climbing wall matting and wall coat | - | 20%
|  |  |  | Climbing wall | - | 10%
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. Construction in progress assets are not depreciated until they become in use.
| 2.15 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. At each 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.
| 2.16 | 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.
| 2.17 | 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. In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management. - 18 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2. Accounting policies (continued)
| 2.18 | 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.
| 2.19 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Company's Statement of Financial Position when the Company 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 Company'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. - 19 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2. Accounting policies (continued)
| 2.19 | Financial instruments (continued)
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 Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled. - 20 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Critical judgements in applying the Company's accounting policies The critical judgements that the Directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below. Assessing indicators of impairment In assessing whether there have been any indicators of impairment of assets, the Directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability and where applicable, the ability of the asset to be operated as planned. Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (i) Determining the residual values and useful economic lives of tangible assets The Company depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of tangible assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied. Judgement is also applied, when determining the residual values for fixed assets. When determining the residual value, the Directors have assessed the amount that the Company would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible, this is done with reference to external market prices.
4. | Turnover
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Climbing revenue | 7,842,986 | 7,279,874
| Non-climbing revenue | 2,550,698 | 2,688,381
|  | 10,393,684 | 9,968,255
| All turnover arose within the United Kingdom.
- 21 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
5. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exceptional items | 893,833 | -
| Exceptional costs reflect one-off professional, legal and transaction fees predominantly associated with investment activity during the year, which are not considered part of the Company's underlying operating performance.
6. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Government grants receivable | 26,407 | 9,462
7. | Operating loss
| The operating loss is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation charge | 854,213 | 704,230
| Amortisation charge | 8,329 | 3,844
| Other operating lease rentals | 1,841,263 | 1,570,641
| Pension contributions | 95,214 | 89,311
| R&D expenditure | - | 18,572
| Exchange differences | (441) | -
8. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 30,537 | 29,222
| Taxation compliance services | 7,535 | 5,775
| All non-audit services not included above | 2,820 | 2,650
- 22 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
9. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 5,413,198 | 4,908,448
| Social security costs | 606,910 | 397,375
| Cost of defined contribution scheme | 95,214 | 89,311
|  | 6,115,322 | 5,395,134
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | General | 217 | 212
10. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 667,004 | 245,930
| Company contributions to defined contribution pension schemes | 1,386 | 3,963
|  | 668,390 | 249,893
| During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £468,995 (2024 - £126,362).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024 - £1,321).
11. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 35,971 | 20,653
- 23 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
12. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 31,908 | 198,481
13. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | - | (3,454)
| Adjustments in respect of previous periods | 4 | (5,304)
|  | 4 | (8,758)
| Total current tax | 4 | (8,758)
- 24 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 13. Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (2,694,022) | (1,445,589)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (673,506) | (359,923)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 225,427 | 65,583
| Capital allowances for year in excess of depreciation | 42,803 | 52,592
| Adjustments to tax charge in respect of prior periods | 4 | (5,304)
| Additional deduction for R&D expenditure | - | (3,993)
| Surrender of tax losses for R&D tax credit refund | - | 8,636
| R&D credit | - | (3,454)
| Deferred tax not recognised | 405,276 | 237,022
| Other permanent differences | - | 83
| Total tax charge for the year | 4 | (8,758)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. - 25 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
14. | Intangible assets
|  | Development expenditure
|  | £
| Cost |
| At 1 October 2024 | 35,072
| Additions | 95,075
| At 30 September 2025 | 130,147
| Amortisation |
| At 1 October 2024 | 32,146
| Charge for the year | 8,329
| At 30 September 2025 | 40,475
| Net book value |
| At 30 September 2025 | 89,672
| At 30 September 2024 | 2,926
- 26 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
15. | Tangible fixed assets
|  | L/Term Leasehold improve-ments | Fixtures & fittings | Office equipment | Climbing wall matting and wall coat | Climbing wall | Const-ruction in progress | Total
|  | £ | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |  |
| At 1 October 2024 | 3,780,899 | 1,244,913 | 244,763 | 265,540 | 954,035 | 23,730 | 6,513,880
| Additions | 2,854,071 | 680,800 | 69,562 | 300,627 | 568,065 | 201,091 | 4,674,216
| Disposals | (41,432) | (27,593) | (13,617) | - | (15,291) | - | (97,933)
| Transfer of asset class | 1,245 | 8,420 | - | - | 13,654 | (23,319) | -
| At 30 September 2025 | 6,594,783 | 1,906,540 | 300,708 | 566,167 | 1,520,463 | 201,502 | 11,090,163
| Depreciation |  |  |  |  |  |  |
| At 1 October 2024 | 1,054,867 | 760,556 | 165,111 | 180,866 | 566,360 | - | 2,727,760
| Charge for the year | 421,881 | 255,203 | 45,861 | 46,561 | 84,707 | - | 854,213
| Disposals | (15,105) | (26,436) | (13,607) | - | (10,854) | - | (66,002)
| At 30 September 2025 | 1,461,643 | 989,323 | 197,365 | 227,427 | 640,213 | - | 3,515,971
| Net book value |  |  |  |  |  |  |
| At 30 September 2025 | 5,133,140 | 917,217 | 103,343 | 338,740 | 880,250 | 201,502 | 7,574,192
| At 30 September 2024 | 2,726,032 | 484,357 | 79,652 | 84,674 | 387,675 | 23,730 | 3,786,120
16. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and consumables | 358,320 | 340,608
- 27 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
17. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 108,038 | 113,286
| Other debtors | 397,484 | 459,347
| Called up share capital not paid | 17,332 | -
| Prepayments and accrued income | 440,864 | 328,852
| Tax recoverable | 79,998 | 78,327
|  | 1,043,716 | 979,812
18. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 2,844,499 | 1,018,579
19. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | - | 145,328
| Other loans | 48,973 | 42,328
| Trade creditors | 536,636 | 571,370
| Other taxation and social security | 181,739 | 330,594
| Other creditors | 36,199 | 97,414
| Accruals and deferred income | 1,757,621 | 1,321,575
|  | 2,561,168 | 2,508,609
- 28 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
20. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Convertible loan notes | - | 1,270,557
| Bank loans | - | 76,698
| Other loans | 122,203 | 171,176
|  | 122,203 | 1,518,431
21. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Bank loans | - | 145,328
| Other loans | 48,973 | 42,328
|  | 48,973 | 187,656
| Amounts falling due 1-2 years |  |
| Bank loans | - | 35,106
| Other loans | 56,662 | 48,973
| Amounts falling due 2-5 years |  |
| Bank loans | - | 41,592
| Other loans | 65,541 | 122,203
| Convertible loan notes | - | 1,270,557
|  | 171,176 | 1,706,087
| Secured loans The bank loans were secured by a debenture over all the assets of the Company and a legal charge over the property concerned. The 5 year convertible loan notes were issued on 14 June 2023. Interest accrued on the principal amount of £1,125,000 at 10.0% per annum. Convertible loan notes were repaid in full during the year.
- 29 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
22. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | Nil (2024 - 18,726) D2 Ordinary shares of £0.01000 each | - | 187
|  | 20,330,790 (2024 - Nil) A Ordinary shares of £0.01000 each | 203,308 | -
|  | 867,516 (2024 - 23,689) B Ordinary shares of £0.01000 each | 8,675 | 237
|  | 2,511,453 (2024 - 3,985) C Ordinary shares of £0.01000 each | 25,115 | 40
|  | Nil (2024 - 1,433) D1 Ordinary shares of £0.01000 each | - | 14
|  | 1,893,330 (2024 - Nil) Preference shares of £0.00001 each | 19 | -
|  | Nil (2024 - 89,990) A Ordinary shares of £0.00100 each | - | 90
|  | Nil (2024 - 8,334) Preference shares of £0.00100 each | - | 9
|  |  | 237,117 | 577
During the year, 23,689 B ordinary shares were converted to 23,689 A ordinary shares. During the year 3,985 C ordinary shares were converted to 3,985 A ordinary shares. During the year 1,433 D1 ordinary shares were converted to 1,433 A ordinary shares. During the year 18,726 D2 ordinary shares were converted to 18,726 A ordinary shares. During the year the nominal value of A ordinary shares were consolidated from £0.001 per share to £0.01 per share. During the year the nominal value of Preference shares were consolidated from £0.001 per share to £0.00001 per share. On 9 October 2024, 20,273,958 A ordinary shares were issued with a par value of £0.01 for consideration of £531,178. On 9 October 2024, 867,516 B ordinary shares were issued with a par value of £0.01 for consideration of £8,675. On 9 October 2024, 2,511,453 C ordinary shares were issued with a par value of £0.01 for consideration of £65,800. On 9 October 2024, 1,059,930 Preference shares were issued with a par value of £0.00001 for consideration of £9,214,395. All Ordinary shares shall rank pari passu in all respects. The preference shares confer no voting rights on the holders. - 30 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 22. Share capital (continued) A ordinary shares have the right to vote, the right to dividends, to participate in distribution and the rights as respects to capital, to participate in a distribution (including winding up). The shares are not redeemable. B ordinary shares have the right to vote, the right to dividends, the right to dividends, to participate in a distribution and the rights as respects to capital, to participate in a distribution (including on a winding up). The shares are not redeemable. C ordinary shares have the right to vote, the right to dividends, the right to participate in a distribution and the rights as respects to capital, to participate in a distribution (including on a winding up). The shares are not redeemable. Preference shares do not have the right to vote. The shares do have the right to dividends, to participate in a distribution and the rights as respects to capital, to participate in a distribution (including on a winding up). The shares are redeemable. Redeemable preference shares Each share has a nominal value of £0.001 and is redeemable by resolution of the Directors. The Company shall pay to the holders of the preference shares in respect of each preference share redeemed as a debt of the Company a sum equal to its issue price and, by way of a redemption premium, an amount equal to 20% of such issue price. The holders of the preference shares are entitled to an amount equal to 0.0001% of any dividend declared.
23. | Reserves
Share premium account This reserve represents the amount above the nominal value received for issued share capital, less transaction costs. Profit & loss account This reserve represents cumulative profits and losses less dividends paid. - 31 -
GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
24. | Analysis of net debt
|  | At 1 October 2024 | Cash flows | Repayment of loans | At 30 September 2025
|  | £ | £ | £ | £
| Cash at bank and in hand | 1,018,579 | 1,825,920 | - | 2,844,499
| Debt due after 1 year | (1,518,431) | - | 1,396,228 | (122,203)
| Debt due within 1 year | (187,656) | - | 138,683 | (48,973)
|  | (687,508) | 1,825,920 | 1,534,911 | 2,673,323
25. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £95,214 (2024 - £89,311). Contributions totalling £24,317 (2024 - £41,579) were payable to the fund at the balance sheet date and are included in creditors.
26. | Commitments under operating leases
| At 30 September 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Land and Buildings |  |
| Not later than 1 year | 1,277,323 | 906,520
| Later than 1 year and not later than 5 years | 5,600,864 | 3,457,890
| Later than 5 years | 8,836,523 | 5,084,300
|  | 15,714,710 | 9,448,710
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other |  |
| Not later than 1 year | 653,199 | 690,479
| Later than 1 year and not later than 5 years | 822,704 | 1,475,902
|  | 1,475,903 | 2,166,381
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GRIP-UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
27. | Related party transactions
| The Company has taken advantage of the exemption permitted by Section 33 'Related Party Disclosures' not to provide disclosures of transactions entered into with wholly owned subsidiaries within the group. During the year, the Company paid £6,118 (2024 - £63,506) to entities controlled by key management personnel. At the year end, amounts due to controlled entities was £Nil (2024 - £4,506). At the year end, the Company was owed by the Directors £229,832 (2024 - £228,528). At the year end, the Company owed the Directors £Nil (2024 - £43,725).
28. | Controlling party
As at the year end, the immediate and ultimate parent company is Verlinvest Sa, a company registered in Belgium. The parent company registered address is Place Eugene Flagey 18, Ixelles, Brussels, Belgium.
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