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COMPANY REGISTRATION NUMBER: 07985416

R Bagg Limited

Financial Statements

30 September 2025

R Bagg Limited

Financial Statements

Year ended 30 September 2025

Contents | Page

Officers and professional advisers | 1

Strategic report | 2

Director's report | 4

Independent auditor's report to the members | 6

Consolidated statement of income and retained earnings | 10

Company statement of income and retained earnings | 11

Consolidated statement of financial position | 12

Company statement of financial position | 13

Consolidated statement of cash flows | 14

Notes to the financial statements | 15

R Bagg Limited

Officers and Professional Advisers

Director | Mr R Bagg

Registered office | Lyndhurst
| 1 Cranmer Street
| Long Eaton
| Nottingham
| NG10 1NJ

Auditor | Xeinadin Audit Limited
| Chartered Accountants & statutory auditor
| 8th Floor
| Becket House
| 36 Old Jewry
| London
| EC2R 8DD

R Bagg Limited

Strategic Report

Year ended 30 September 2025
Fair review of the business
R Bagg Limited is a holding company concentrating on long term growth. The company continues to assess its current positions and new potential opportunities in order to create long-term wealth. ECU Testing Limited, a subsidiary company, is the market leading Automotive ECU (Electronic Control Unit) remanufacturer, offering first-to-market ECU remanufacturing solutions for the automotive aftermarket. ECU Testing Limited tests and rebuilds most common failing electronic control units (ECUs) for most vehicles on the road, including Engine ECU's, ABS modules, instrument clusters, transmission ECU's and electric power steering.
Principal risks and uncertainties
It is clear the economies in which the company has interests are in a state of change, with increasing inflation becoming ever more apparent. Economic uncertainty and geo-political issues are considered the principal risk to the company. The director feels the company is appropriately diverse in its investments and with substantial cash holdings will be able to manoeuvre, mitigate risk and take advantage of future opportunities.
Going concern
The accounts have been prepared on a going concern basis. Having carried out a detailed review of the company's position at the date of approval of the accounts and with regard to the challenges presented by the current economic and health climate, having considered the potential impacts on the group the director is satisfied that the company has sufficient cash reserves to meet its liabilities as they fall due. The director considers the company has adequate resources to enable it to continue its operational existence for the foreseeable future. The company continues to adopt the going concern basis of accounting in preparing the financial statements.
Key performance indicators
The following are Key Performance Indicators (KPIs) used by the director to measure the performance of the group.

|  | 2025 | 2024
| Turnover | 9,142,426 | 8,362,032
| Gross profit (%) | 64 | 66
| Earnings before, interest, tax, depreciation and amortisation | 1,566,583 | 1,879,470

This report was approved by the board of directors on 7 May 2026 and signed on behalf of the board by:

Mr R Bagg |
Director |

Registered office:
Lyndhurst
1 Cranmer Street
Long Eaton
Nottingham
NG10 1NJ

R Bagg Limited

Director's Report

Year ended 30 September 2025
The director presents his report and the financial statements of the group for the year ended 30 September 2025 .
Director
The director who served the company during the year was as follows:

Mr R Bagg |

Dividends
The director does not recommend the payment of a dividend.
Director's responsibilities statement
The director is responsible for preparing the strategic report, director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the director is required to: - select suitable accounting policies 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 company will continue in business. The director is 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 enable them to ensure that the financial statements comply with the Companies Act 2006. He is 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. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 7 May 2026 and signed on behalf of the board by:

Mr R Bagg |
Director |

Registered office:
Lyndhurst
1 Cranmer Street
Long Eaton
Nottingham
NG10 1NJ

R Bagg Limited

Independent Auditor's Report to the Members of R Bagg Limited

Year ended 30 September 2025
Opinion
We have audited the financial statements of R Bagg Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the consolidated statement of income and retained earnings, company statement of income and retained earnings, consolidated statement of financial position, company statement of financial position, 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 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 group's and of the parent company's affairs as at 30 September 2025 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 director 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 director is responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of director's remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of the director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has 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. 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: - We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly. - Using our knowledge of the group, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment. The key procedures we undertook to detect irregularities including fraud during the audit included: - Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual. - Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied. - Reviewing significant and material expenses to determine they have been properly incurred for purposes of the group's trade and are materially complete. - Performing a physical verification of key assets. - Confirming ownership of material investments and intangible assets. - Obtaining third-party confirmation of material bank and debtor balances. - Documenting and verifying all significant related party balances and transactions. - Reviewing documentation such as company board minutes, correspondence with solicitors, for discussions of irregularities including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the director and senior management. 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 our report
This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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.

Russell Eley FCCA
(Senior Statutory Auditor)

For and on behalf of
Xeinadin Audit Limited
Chartered Accountants & statutory auditor
8th Floor
Becket House
36 Old Jewry
London
EC2R 8DD

7 May 2026

R Bagg Limited

Consolidated Statement of Income and Retained Earnings

Year ended 30 September 2025

| 2025 | 2024
Note | £ | £
Turnover | 4 | 9,142,426 | 8,362,032

Cost of sales | 3,279,313 | 2,818,541
| ------------ | ------------
Gross profit | 5,863,113 | 5,543,491

Distribution costs | 1,578,899 | 1,497,690
Administrative expenses | 2,809,334 | 2,272,499
|  | ------------ | ------------
Operating profit | 5 | 1,474,880 | 1,773,302

Income from other fixed asset investments | 9 | 12,070 | 142,811
Other interest receivable and similar income | 56,076 | 87,637
Amounts written off investments | 135,998 | 222,963
| ------------ | ------------
Profit before taxation | 1,407,028 | 1,780,787

Tax on profit | 10 | 254,063 | 402,340
| ------------ | ------------
Profit for the financial year and total comprehensive income | 1,152,965 | 1,378,447
| ------------ | ------------

Retained earnings at the start of the year | 6,976,612 | 5,598,165
| ------------ | ------------
Retained earnings at the end of the year | 8,129,577 | 6,976,612
| ------------ | ------------

All the activities of the group are from continuing operations.

R Bagg Limited

Company Statement of Income and Retained Earnings

Year ended 30 September 2025

| 2025 | 2024
Note | £ | £
Profit for the financial year and total comprehensive income | 2,422,322 | ( 97,640)
Retained earnings at the start of the year | 2,534,972 | 2,632,612
| ------------ | ------------
Retained earnings at the end of the year | 4,957,294 | 2,534,972
| ------------ | ------------

R Bagg Limited

Consolidated Statement of Financial Position

30 September 2025

| 2025 | 2024
Note | £ | £

Fixed assets

Intangible assets | 11 | 1,149,950 | 1,149,950
Tangible assets | 12 | 2,107,057 | 1,430,889
Investments | 13 | 3,233,841 | 730,499
| ------------ | ------------
| 6,490,848 | 3,311,338

Current assets

Debtors | 14 | 582,037 | 572,620
Cash at bank and in hand | 1,853,282 | 4,007,924
| ------------ | ------------
| 2,435,319 | 4,580,544

Creditors: Amounts falling due within one year | 15 | 693,762 | 876,711
| ------------ | ------------
Net current assets | 1,741,557 | 3,703,833
| ------------ | ------------
Total assets less current liabilities | 8,232,405 | 7,015,171

Provisions | 16 | 102,728 | 38,459
| ------------ | ------------
Net assets | 8,129,677 | 6,976,712
| ------------ | ------------

Capital and reserves

Called up share capital | 19 | 100 | 100
Profit and loss account | 20 | 8,129,577 | 6,976,612
| ------------ | ------------
Shareholders funds | 8,129,677 | 6,976,712
| ------------ | ------------

These financial statements were approved by the board of directors and authorised for issue on 7 May 2026 , and are signed on behalf of the board by:

Mr R Bagg |
Director |

Company registration number: 07985416

R Bagg Limited

Company Statement of Financial Position

30 September 2025

| 2025 | 2024
Note | £ | £

Fixed assets

Intangible assets | 11 | 1,149,950 | 1,149,950
Tangible assets | 12 | 1,590,197 | 1,202,102
Investments | 13 | 3,233,942 | 730,600
| ------------ | ------------
| 5,974,089 | 3,082,652

Current assets

Debtors | 14 | 255,609 | 67,360
Cash at bank and in hand | 437,862 | 1,048,038
| --------- | ------------
| 693,471 | 1,115,398

Creditors: Amounts falling due within one year | 15 | 1,710,166 | 1,662,969
| ------------ | ------------
Net current liabilities | 1,016,695 | 547,571
| ------------ | ------------
Total assets less current liabilities | 4,957,394 | 2,535,081

Provisions | 16 | – | 9
| ------------ | ------------
Net assets | 4,957,394 | 2,535,072
| ------------ | ------------

Capital and reserves

Called up share capital | 19 | 100 | 100
Profit and loss account | 20 | 4,957,294 | 2,534,972
| ------------ | ------------
Shareholders funds | 4,957,394 | 2,535,072
| ------------ | ------------

The profit for the financial year of the parent company was £ 2,422,322 (2024: £ 97,640 loss).
These financial statements were approved by the board of directors and authorised for issue on 7 May 2026 , and are signed on behalf of the board by:

Mr R Bagg |
Director |

Company registration number: 07985416

R Bagg Limited

Consolidated Statement of Cash Flows

Year ended 30 September 2025

| 2025 | 2024
| £ | £

Cash flows from operating activities

Profit for the financial year | 1,152,965 | 1,378,447

Adjustments for: |  |
Depreciation of tangible assets | 90,891 | 105,168
Amounts written off investments | 135,998 | 222,963
Income from other fixed asset investments | ( 12,070) | ( 142,811)
Other interest receivable and similar income | (56,076) | (87,638)
Loss on disposal of tangible assets | 812 | –
Tax on profit/(loss) | 254,063 | 402,340
Accrued (income)/expenses | ( 412) | 24,927

Changes in: |  |
Trade and other debtors | ( 9,417) | ( 370,748)
Trade and other creditors | 130,208 | 148,242
| ------------ | ------------
Cash generated from operations | 1,686,962 | 1,680,890

Interest received | 56,076 | 87,637
Tax paid | ( 502,539) | ( 303,051)
| ------------ | ------------
Net cash from operating activities | 1,240,499 | 1,465,476
| ------------ | ------------

Cash flows from investing activities

Purchase of tangible assets | ( 767,871) | ( 37,202)
Purchases of other investments | (2,639,340) | –
Proceeds from sale of other investments | – | 714,607
Dividends received | 12,070 | –
| ------------ | ------------
Net cash (used in)/from investing activities | ( 3,395,141) | 677,405
| ------------ | ------------

Cash flows from financing activities

Repayments of borrowings | – | ( 1,028,739)
| ------------ | ------------
Net cash used in financing activities | – | ( 1,028,739)
| ------------ | ------------

Net (decrease)/increase in cash and cash equivalents | ( 2,154,642) | 1,114,142
Cash and cash equivalents at beginning of year | 4,007,924 | 2,893,782
| ------------ | ------------
Cash and cash equivalents at end of year | 1,853,282 | 4,007,924
| ------------ | ------------

R Bagg Limited

Notes to the Financial Statements

Year ended 30 September 2025
1. General information
The company is a private company limited by shares, registered in England & Wales. The address of the registered office is Lyndhurst, 1 Cranmer Street, Long Eaton, Nottingham, NG10 1NJ.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
(i) Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss. The financial statements are prepared in sterling, which is the functional currency of the entity.
(ii) Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
(iii) Consolidation
The financial statements consolidate the financial statements of R Bagg Limited and all of its subsidiary undertakings.
The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.
(iv) Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: Investments in associates are recorded at their initial cost and adjusted for impairment in their value. The associates of the company undertake a significant amount of research and development within the medical sector. The successful outcome of this research and development is by its nature uncertain and the investment value cannot be accurately determined. Due to this uncertainty the company's share of each company's equity is reflected as the current value of investments with the resulting difference between that and the initial accounted for as impaired.
(v) Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for services rendered, stated net of discounts and of Value Added Tax. Revenue is recognised when payment of a transaction involving the rendering of services has been received.
(vi) Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
(vii) Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
(viii) Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.
(ix) Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

| Patents, trademarks and licences | - | 20% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
(x) Research and development
Research expenditure is written off in the period in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.
(xi) Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
(xii) Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

| Property improvements | - | 5% straight line
| Plant and machinery | - | 25% reducing balance
| Fixtures and fittings | - | 25% reducing balance
| Motor vehicles | - | 25% reducing balance

(xiii) Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
(xiv) Investments in associates
Investments in associates are accounted for in accordance with the cost model and are recorded at cost less any accumulated impairment losses.
(xv) Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
(xvi) Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
(xvii) Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost.
(xviii) Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
4. Turnover
Turnover arises from:

| 2025 | 2024
| £ | £
Rendering of services | 9,142,426 | 8,362,032
| ------------ | ------------

The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

| 2025 | 2024
| £ | £
United Kingdom | 8,332,050 | 7,630,544
Overseas | 810,376 | 731,488
| ------------ | ------------
| 9,142,426 | 8,362,032
| ------------ | ------------

5. Operating profit
Operating profit or loss is stated after charging/crediting:

| 2025 | 2024
| £ | £
Depreciation of tangible assets | 90,891 | 105,168
Loss on disposal of tangible assets | 812 | –
Impairment of trade debtors | – | (2,274)
Research and development expenditure written off | 615,797 | 455,316
Foreign exchange differences | ( 14,607) | 42,916
| --------- | ---------

6. Auditor's remuneration

| 2025 | 2024
| £ | £
Fees payable for the audit of the financial statements | 14,000 | 13,500
| -------- | --------

7. Staff costs
The average number of persons employed by the group during the year, including the director, amounted to:

| 2025 | 2024
| No. | No.
Administrative staff | 67 | 60
Research and development staff | 12 | 9
| ---- | ----
| 79 | 69
| ---- | ----

The aggregate payroll costs incurred during the year, relating to the above, were:

| 2025 | 2024
| £ | £
Wages and salaries | 1,991,366 | 1,797,281
Social security costs | 204,521 | 169,047
Other pension costs | 85,902 | 79,991
| ------------ | ------------
| 2,281,789 | 2,046,319
| ------------ | ------------

The average number of employees employed by subsidiary undertakings are only those detailed above.
8. Director's remuneration
The director's aggregate remuneration in respect of qualifying services was:

| 2025 | 2024
| £ | £
Remuneration | 80,000 | 80,000
Company contributions to defined contribution pension plans | 39,996 | 39,996
| --------- | ---------
| 119,996 | 119,996
| --------- | ---------

The number of directors who accrued benefits under company pension plans was as follows:

| 2025 | 2024
| No. | No.
Defined contribution plans | 1 | 1
| ---- | ----

9. Income from other fixed asset investments

| 2025 | 2024
| £ | £
Dividends from other fixed asset investments | 12,070 | –
(Gain)/loss on disposal of other fixed asset investments | – | 142,811
| -------- | ---------
| 12,070 | 142,811
| -------- | ---------

10. Tax on profit/(loss)
Major components of tax expense

| 2025 | 2024
| £ | £

Current tax:

UK current tax expense | 189,794 | 440,976
Adjustments in respect of prior periods | – | ( 5,887)
| --------- | ---------
Total current tax | 189,794 | 435,089
| --------- | ---------

Deferred tax:

Origination and reversal of timing differences | 64,269 | ( 32,749)
| --------- | ---------
Tax on profit/(loss) | 254,063 | 402,340
| --------- | ---------

Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is lower than (2024: lower than) the standard rate of corporation tax in the UK of 25 % (2024: 25 %).

| 2025 | 2024
| £ | £
Profit on ordinary activities before taxation | 1,407,028 | 1,780,787
| ------------ | ------------
Profit on ordinary activities by rate of tax | 385,756 | 445,198
Adjustment to tax charge in respect of prior periods | ( 3,947) | (6,465)
Effect of expenses not deductible for tax purposes | 4,650 | 61,500
Research and development tax credits | (132,396) | (97,893)
| ------------ | ------------
Tax on profit/(loss) | 254,063 | 402,340
| ------------ | ------------

11. Intangible assets

Group and company | Patents, trademarks and licences | Digital software assets | Total
| £ | £ | £
Cost |  |  |
At 1 October 2024 and 30 September 2025 | 6,670 | 1,149,950 | 1,156,620
| ------- | ------------ | ------------
Amortisation |  |  |
At 1 October 2024 and 30 September 2025 | 6,670 | – | 6,670
| ------- | ------------ | ------------
Carrying amount |  |  |
At 1 October 2024 and 30 September 2025 | – | 1,149,950 | 1,149,950
| ------- | ------------ | ------------
At 30 September 2024 | – | 1,149,950 | 1,149,950
| ------- | ------------ | ------------

12. Tangible assets

Group | Freehold property | Long leasehold property | Plant and machinery | Fixtures, fittings and equipment | Motor vehicles | Total
| £ | £ | £ | £ | £ | £
Cost |  |  |  |  |  |
At 1 Oct 2024 | 1,168,823 | 355,170 | 360,825 | 802,547 | 168,595 | 2,855,960
Additions | 396,528 | 257,958 | 13,690 | 79,805 | 19,890 | 767,871
Disposals | – | – | – | ( 1,082) | – | ( 1,082)
| ------------ | --------- | --------- | --------- | --------- | ------------
At 30 Sep 2025 | 1,565,351 | 613,128 | 374,515 | 881,270 | 188,485 | 3,622,749
| ------------ | --------- | --------- | --------- | --------- | ------------
Depreciation |  |  |  |  |  |
At 1 Oct 2024 | – | 355,170 | 294,738 | 681,939 | 93,224 | 1,425,071
Charge for the year | – | 6,874 | 18,747 | 43,527 | 21,743 | 90,891
Disposals | – | – | – | ( 270) | – | ( 270)
| ------------ | --------- | --------- | --------- | --------- | ------------
At 30 Sep 2025 | – | 362,044 | 313,485 | 725,196 | 114,967 | 1,515,692
| ------------ | --------- | --------- | --------- | --------- | ------------
Carrying amount |  |  |  |  |  |
At 30 Sep 2025 | 1,565,351 | 251,084 | 61,030 | 156,074 | 73,518 | 2,107,057
| ------------ | --------- | --------- | --------- | --------- | ------------
At 30 Sep 2024 | 1,168,823 | – | 66,087 | 120,608 | 75,371 | 1,430,889
| ------------ | --------- | --------- | --------- | --------- | ------------

Company | Freehold property | Plant and machinery | Total
| £ | £ | £
Cost |  |  |
At 1 October 2024 | 1,168,823 | 60,292 | 1,229,115
Additions | 396,528 | – | 396,528
| ------------ | -------- | ------------
At 30 September 2025 | 1,565,351 | 60,292 | 1,625,643
| ------------ | -------- | ------------
Depreciation |  |  |
At 1 October 2024 | – | 27,013 | 27,013
Charge for the year | – | 8,433 | 8,433
| ------------ | -------- | ------------
At 30 September 2025 | – | 35,446 | 35,446
| ------------ | -------- | ------------
Carrying amount |  |  |
At 30 September 2025 | 1,565,351 | 24,846 | 1,590,197
| ------------ | -------- | ------------
At 30 September 2024 | 1,168,823 | 33,279 | 1,202,102
| ------------ | -------- | ------------

Land and buildings includes the property owned by the company and leased to its subsidiary companies.
13. Investments

Group | Interests in associates | Loans to participating interests | Other investments other than loans | Total
| £ | £ | £ | £
Share of net assets/cost |  |  |  |
At 1 October 2024 | 2,200,374 | 405,795 | – | 2,606,169
Additions | – | – | 2,639,340 | 2,639,340
| ------------ | --------- | ------------ | ------------
At 30 September 2025 | 2,200,374 | 405,795 | 2,639,340 | 5,245,509
| ------------ | --------- | ------------ | ------------
Impairment |  |  |  |
At 1 October 2024 | 1,875,670 | – | – | 1,875,670
Revaluations | 135,998 | – | – | 135,998
| ------------ | --------- | ------------ | ------------
At 30 September 2025 | 2,011,668 | – | – | 2,011,668
| ------------ | --------- | ------------ | ------------

Carrying amount |  |  |  |
At 30 September 2025 | 188,706 | 405,795 | 2,639,340 | 3,233,841
| ------------ | --------- | ------------ | ------------
At 30 September 2024 | 324,704 | 405,795 | – | 730,499
| ------------ | --------- | ------------ | ------------

Company | Shares in group undertakings | Shares in participating interests | Loans to participating interests | Other investments other than loans | Total
| £ | £ | £ | £ | £
Cost |  |  |  |  |
At 1 October 2024 | 101 | 2,200,374 | 405,795 | – | 2,606,270
Additions | – | – | – | 2,639,340 | 2,639,340
| ---- | ------------ | --------- | ------------ | ------------
At 30 September 2025 | 101 | 2,200,374 | 405,795 | 2,639,340 | 5,245,610
| ---- | ------------ | --------- | ------------ | ------------
Impairment |  |  |  |  |
At 1 October 2024 | – | 1,875,670 | – | – | 1,875,670
Revaluations | – | 135,998 | – | – | 135,998
| ---- | ------------ | --------- | ------------ | ------------
At 30 September 2025 | – | 2,011,668 | – | – | 2,011,668
| ---- | ------------ | --------- | ------------ | ------------

Carrying amount |  |  |  |  |
At 30 September 2025 | 101 | 188,706 | 405,795 | 2,639,340 | 3,233,942
| ---- | ------------ | --------- | ------------ | ------------
At 30 September 2024 | 101 | 324,704 | 405,795 | – | 730,600
| ---- | ------------ | --------- | ------------ | ------------

The company advanced $500,000 to Ichor Life Sciences, Inc. The loan agreement does not provide for fixed date or schedule of repayment. The loan is reflected at its sterling equivalent value above.
Investments held at valuation
Other investments relate to an investment portfolio comprising a range of securities, including stocks and shares.
Subsidiaries, associates and other investments
Details of the investments in which the group and the parent company have an interest of 20% or more are as follows:

| Registered office | Class of share | Percentage of shares held
Subsidiary undertakings |  |  |
ECU Testing Limited | 1 Cranmer Street | Ordinary | 100
| Long Eaton |  |
| Nottingham |  |
| NG10 1NJ |  |
Biosenex Limited - Dormant | 1 Cranmer Street | A Ordinary | 80
| Long Eaton |  |
| Nottingham |  |
| NG10 1NJ |  |
DNAFuel Limited - Dormant | Delves Road | Ordinary | 100
| Heanor |  |
| DE75 7SJ |  |

Other significant holdings |  |  |
Ichor Therapeutics, Inc. | 2603 US Route 11 | Ordinary | 20.8
| LaFayette |  |
| New York |  |
| 13084 |  |
| USA |  |
Bioma Ltd | Heanor Gate Industrial Estate | Ordinary | 38
| Delves Road |  |
| Heanor |  |
| DE75 7SJ |  |

14. Debtors

| Group | Company
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Trade debtors | 208,146 | 144,634 | – | –
Amounts owed by group undertakings | – | – | – | 13
Amounts owed by undertakings in which the company has a participating interest | 9,606 | 9,606 | 4,686 | 4,686
Prepayments and accrued income | 119,256 | 198,338 | – | 1,183
Corporation tax repayable | 759 | – | – | –
Director's loan account | 229,668 | 219,029 | 219,371 | 33,524
Other debtors | 14,602 | 1,013 | 31,552 | 27,954
| --------- | --------- | --------- | --------
| 582,037 | 572,620 | 255,609 | 67,360
| --------- | --------- | --------- | --------

The debtors above include the following amounts falling due after more than one year:

| Group | Company
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
VAT on Capital Goods Scheme | 15,465 | 23,197 | 15,465 | 23,197
| -------- | -------- | -------- | --------

15. Creditors: Amounts falling due within one year

| Group | Company
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Trade creditors | 267,000 | 212,040 | – | –
Amounts owed to group undertakings | – | – | 1,685,980 | 1,594,297
Accruals and deferred income | 49,365 | 49,777 | 10,000 | 8,800
Corporation tax | – | 312,745 | 14,186 | 59,872
Social security and other taxes | 349,660 | 281,883 | – | –
Other creditors | 27,737 | 20,266 | – | –
| --------- | --------- | ------------ | ------------
| 693,762 | 876,711 | 1,710,166 | 1,662,969
| --------- | --------- | ------------ | ------------

16. Provisions

Group | Deferred tax (note 17)
| £
At 1 October 2024 | 38,459
Additions | 64,269
| ---------
At 30 September 2025 | 102,728
| ---------

Company | Deferred tax (note 17)
| £
At 1 October 2024 | 9
Additions | ( 9)
| ----
At 30 September 2025 | –
| ----

17. Deferred tax
The deferred tax included in the statement of financial position is as follows:

| Group | Company
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Included in provisions (note 16) | 102,728 | 38,459 | – | 9
| --------- | -------- | ---- | ----

The deferred tax account consists of the tax effect of timing differences in respect of:

| Group | Company
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Accelerated capital allowances | 102,728 | 38,459 | – | 9
| --------- | -------- | ---- | ----

18. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 85,902 (2024: £ 79,991 ).
19. Called up share capital
Issued, called up and fully paid

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £ 1 each | 100 | 100 | 100 | 100
| ---- | ---- | ---- | ----

The ordinary shares have the right to attend and vote at meetings. The right to participate in distributions. The right to receive dividends in different proportions as voted by the majority.
20. Reserves
Profit and loss account - This reserve records retained earnings and accumulated losses.
21. Analysis of changes in net debt

| At 1 Oct 2024 | Cash flows | At 30 Sep 2025
| £ | £ | £
Cash at bank and in hand | 4,007,924 | (2,154,642) | 1,853,282
| ------------ | ------------ | ------------

22. Capital commitments
Capital expenditure contracted for but not provided for in the financial statements is as follows:

| Group | Company
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Tangible assets | – | 225,000 | – | –
| ---- | --------- | ---- | ----

23. Director's advances, credits and guarantees
During the year the director entered into the following advances and credits with the company and its subsidiary undertakings:

| 2025
|  | Balance brought forward | Advances/ (credits) to the director | Amounts repaid | Balance outstanding
|  | £ | £ | £ | £
| Mr R Bagg | 219,029 | 196,144 | ( 185,505) | 229,668
|  | --------- | --------- | --------- | ---------

| 2024
|  | Balance brought forward | Advances/ (credits) to the director | Amounts repaid | Balance outstanding
|  | £ | £ | £ | £
| Mr R Bagg | ( 1,028,739) | 2,415,574 | ( 1,167,806) | 219,029
|  | ------------ | ------------ | ------------ | ---------

There are no fixed terms of repayment and no interest is levied on balances.

R Bagg Limited

Notes to the Financial Statements (continued)

Year ended 30 September 2025
24. Related party transactions
Company
The company owns a residential property which the director occupies and no rent is charged by the company.