Company registration number 03878139 (England and Wales)
NOTE HADDENHAM LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
NOTE HADDENHAM LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
5
Directors' responsibilities statement
4
Independent auditor's report
6 - 8
Profit and loss account
9
Statement of comprehensive income
11
Balance sheet
10
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 25
NOTE HADDENHAM LIMITED
COMPANY INFORMATION
Directors
F E E Frykstrand
N Owen
P Newman
(Appointed 1 April 2025)
Company number
03878139
Registered office
Unit 3
Haddenham Business Park
Haddenham
Aylesbury
Bucks
United Kingdom
HP17 8LJ
Auditor
BK Plus Audit Limited
Oakingham House
Frederick Place
High Wycombe
HP11 1JU
HP11 1JU
NOTE HADDENHAM LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Review of the business

NOTE produces PCBAs, subassemblies and box build products. NOTE is a competitive EMS provider and business partner to customers with complex requirements and high standards. NOTE manufactured products are typically embedded in to complex industrial systems, MedTech devices, surveillance, security and communications equipment, and more recently, in to emerging Greentech applications. NOTE’s business model builds on delivering high end manufacture, custom logistics solutions, global sourcing and procurement which are all wrapped around by high levels of customer service. NOTE’s offering covers the complete product lifecycles, from idea through to after-sales. Primarily, its customer base consists of large corporations operating on the global market, and enterprises whose main sales are in northern Europe. NOTE has a presence in Sweden, Finland, the UK, Estonia, Bulgaria and China. Sales over the last 12 months were SEK 3,838 million, and the group has approximately 1,450 employees. NOTE is listed on Nasdaq Stockholm.

Headlines

NOTE Haddenham Limited is one of four UK sites and operates from Haddenham, Buckinghamshire. The site serves customers primarily within the United Kingdom and is equipped with modern production lines, employing approximately 48 staff within a 33,000 sq ft facility.

During the year, NOTE Haddenham’s revenue decreased by 26.6% in 2025 compared with 2024. This reduction reflects lower order volumes from some of the site’s core customers, particularly within the EV Charging and Medical sectors, where market activity softened following strong growth in the prior year. While revenue declined, this was driven by external market conditions rather than changes in the company’s operational capability or customer service levels.

Operational performance remained strong throughout the year. Delivery and quality metrics were consistent with previous periods and continue to perform at a good level, demonstrating the site’s ongoing commitment to reliability, product integrity, and customer satisfaction. The management team maintained focus on efficiency, capacity utilisation, and operational stability to mitigate the impact of reduced volumes.

Despite the short‑term decline in revenue, NOTE Haddenham remains well positioned within its target markets. The site retains modern production capabilities, a skilled workforce, and strong relationships with established customers. These strengths provide a solid foundation for future growth as demand normalises and new opportunities emerge in the coming periods.

Market Outlook

Many of the manufacturing trends that shaped 2025 have evolved into firmer strategic expectations. Last year, right‑shoring continued to outperform reshoring, with OEMs basing decisions not on labour cost, but on total value – quality, risk, flexibility, lifecycle support and long‑term resilience. Industry bodies such as Make UK and TechUK continue to emphasise the importance of UK electronics manufacturing for complex, regulated and medium‑volume products. When supported by strong quality systems and established global sourcing networks, UK EMS partners remain a commercially compelling choice. The most successful right‑shoring strategies were those developed collaboratively, with clear evaluation of cost, risk and performance from the outset.

The UK EMS sector enters 2026 with stronger operational discipline, enhanced capability and a more strategic focus on value. Uncertainty remains, but demand for electronics continues to grow across MedTech, industrial technologies, green solutions and connected systems. UK manufacturing will remain essential for complex, regulated and medium‑volume applications where quality, speed, sustainability and partnership matter most.

Ultimately, success in 2026 will be driven by insight, adaptability and integrated partnerships built on transparency, shared objectives and long‑term value.

NOTE HADDENHAM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

Principle Risks and uncertainties

Electronics manufacturing relies on a number of key elements. Customer retention, material supply, facilities, people and cash control.

NOTE Haddenham work with a limited number of customers which enables the business to build strong working relationships with each customer at varying levels within their business. However, as individual customers grow, they can become more dominant with their spend exceeding desired levels. Currently Note Haddenham has no customer over 30% of its total sales.

Material supply has been challenging for all manufacturers for the last few years. This year the supply of material has improved, meaning that lead times have reduced and pricing is beginning to return to normal levels.

Facilities are well maintained, audited regularly and as can reasonably be expected are safe for all employees and visitors. Risk assessments, procedures and improvement actions are taken to prevent accidents which could cause injury or jeopardise the business. There have been no notifiable accidents or near misses during this period.

People are the most important resource that the business has. The senior management have the responsibility for ensuring that all people, meaning our employees, visitors and our wider networks through our supply chains, are treated according to our Human Rights and Modern Slavery Polices. There have been no reported breaches to our policy during this period.

Cash control is monitored monthly as part of the normal financial routines. Improvements to material supply means stock turns are now improving, which in turn improves cash flow. There have been no significant bad debts. However, there is always the risk that a customer gets into financial difficulty which in turn adversely affects payments and our cash position. NOTE Haddenham has one particularly high-risk customer in terms of financial stability.

Key Performance Indicators

The business uses several leading and lagging performance indicators to monitor and manage the business. Much of this data is commercially sensitive and as such is confidential. The three key measures that are published and discussed with customers include:

- Delivery Performance (on time in full to first confirmed date)

- Quality Performance (within warranty claims)

- Customer Perceptions (net promoter survey score)

The business is assessed routinely to the following standards:

ISO 9001 – Quality Management System

ISO 14001 – Environmental Management System

ISO 45001 - Occupational Health and Safety Management System

Certificates can be obtained from the NOTE UK web site.

https://note-ems.co.uk/our-sites/note-Haddenham/

The business reports environmental and sustainability data monthly. Currently this includes Scope 1, Scope 2 and some of Scope 3. The goal is to be fully compliant with Scope 3 by the end of 2030.

A detailed Group sustainability report can be obtained from the NOTE UK website.

https://note-ems.co.uk/sustainability/

NOTE HADDENHAM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

Senior Management

Director / De Facto Director Gender Information

Female 1 (33%)

Male 2 (67%)

Development

2025 has seen improvements in factory material flows as planned. Improvements in both physical facility layout and system process flows for increase efficiency have been made. NOTE Haddenham has also invested in material tracking and traceability.

2026 NOTE UK will start implementation of a new ERP. This is driving the business to consolidate process flows enabling the new ERP to project to be successful. This is a significant project which will enable NOTE Haddenham to ensure its pushes best practice and best in class manufacturing processes.

Branding and marketing will continue to feature as an ongoing project as NOTE UK works to become a recognisable provider of electronics manufacturing services.

Outlook and Going Concern

The outlook for NOTE Haddenham is OK. Work is required to consolidate the growth from the wider group in 2026 and to further enable new work from existing customers. There is a healthy pipeline of enquiries and it is expected that these will be won through the year with volume production likely to start towards the end of the year or early 2027.

The business is in good financial health, has further improvement plans organised and is well positioned to attract new customers. NOTE Haddenham has the full support of the wider NOTE AB Group.

There are no significant doubts about going concern and no disclosures to be made.

On behalf of the board

N Owen
Director
7 May 2026
NOTE HADDENHAM LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
The directors are responsible for preparing 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
- 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 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.
NOTE HADDENHAM LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of a procurement and manufacturing solutions provider, including low cost sourcing, inventory management, logistics and manufacturing outsourcing.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

F E E Frykstrand
N Owen
P Newman
(Appointed 1 April 2025)
Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Auditor

In accordance with the company's articles, a resolution proposing that BK Plus Audit Limited, be reappointed as auditor of the company will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
N Owen
Director
7 May 2026
NOTE HADDENHAM LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NOTE HADDENHAM LIMITED
- 6 -
Opinion

We have audited the financial statements of Note Haddenham Limited (the 'company') for the year ended 31 December 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, 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 31 December 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport 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.

NOTE HADDENHAM LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NOTE HADDENHAM LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 either intend 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.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

From the preliminary stage of the audit, we ensure our understanding of the entity is up to date. This includes, but is not limited to, current knowledge of their activities, the business and control environments, and their compliance with the applicable legal and regulatory frameworks. This information supports our risk identification and the subsequent design of audit procedures to mitigate those risks; ensuring that the audit evidence obtained is sufficient and appropriate to support our opinion.

In response to the risks identified, specific to this entity, we designed procedures which included, but were not limited to:

- Enquiry of management and those charged with governance around actual and potential litigation and claims;

- Reviewing minutes of meetings of those charged with governance, if available;

- Reviewing financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale for significant transactions outside the normal course of business.

NOTE HADDENHAM LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NOTE HADDENHAM LIMITED
- 8 -

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusions. There is always the unavoidable risk that material misstatements in the financial statements may not be detected despite the audit being properly performed in accordance with UK Auditing standards.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

Zafran Mohammed (Senior Statutory Auditor)
For and on behalf of BK Plus Audit Limited
13 July 2026
Statutory Auditor
Oakingham House
Frederick Place
High Wycombe
HP11 1JU
NOTE HADDENHAM LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
10,149,968
13,840,027
Cost of sales
(7,133,327)
(10,706,313)
Gross profit
3,016,641
3,133,714
Administrative expenses
(3,604,224)
(3,403,721)
Operating loss
4
(587,583)
(270,007)
Interest receivable and similar income
50,028
-
0
Loss before taxation
(537,555)
(270,007)
Tax on loss
7
10,637
17,875
Loss for the financial year
(526,918)
(252,132)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

NOTE HADDENHAM LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
9
236,552
385,968
Current assets
Stocks
10
1,851,866
2,886,792
Debtors
11
1,442,497
2,585,392
Cash at bank and in hand
3,466,923
2,743,690
6,761,286
8,215,874
Creditors: amounts falling due within one year
12
(4,198,747)
(5,258,373)
Net current assets
2,562,539
2,957,501
Total assets less current liabilities
2,799,091
3,343,469
Provisions for liabilities
Provisions
13
69,724
76,547
Deferred tax liability
14
24,226
34,863
(93,950)
(111,410)
Net assets
2,705,141
3,232,059
Capital and reserves
Called up share capital
16
5,000
5,000
Share premium account
5,000
5,000
Capital redemption reserve
17,764
17,764
Profit and loss reserves
2,677,377
3,204,295
Total equity
2,705,141
3,232,059
The financial statements were approved by the board of directors and authorised for issue on 7 May 2026 and are signed on its behalf by:
N Owen
Director
Company registration number 03878139 (England and Wales)
NOTE HADDENHAM LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
£
£
Loss for the year
(526,918)
(252,132)
Other comprehensive income
-
-
Total comprehensive income for the year
(526,918)
(252,132)
NOTE HADDENHAM LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2024
5,000
5,000
17,764
3,456,427
3,484,191
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
(252,132)
(252,132)
Balance at 31 December 2024
5,000
5,000
17,764
3,204,295
3,232,059
Period ended 31 December 2025:
Loss and total comprehensive income for the year
-
-
-
(526,918)
(526,918)
Balance at 31 December 2025
5,000
5,000
17,764
2,677,377
2,705,141
NOTE HADDENHAM LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
20
709,455
2,285,255
Investing activities
Purchase of tangible fixed assets
(42,137)
(102,062)
Proceeds from disposal of tangible fixed assets
5,887
16,947
Interest received
50,028
-
0
Net cash generated from/(used in) investing activities
13,778
(85,115)
Net increase in cash and cash equivalents
723,233
2,200,140
Cash and cash equivalents at beginning of year
2,743,690
543,550
Cash and cash equivalents at end of year
3,466,923
2,743,690
NOTE HADDENHAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
1
Accounting policies
Company information

Note Haddenham Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 3, Haddenham Business Park, Haddenham, Aylesbury, Bucks, United Kingdom, HP17 8LJ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.true The company has continued financial support from the ultimate parent undertaking Note AB, who have confirmed that they will continue to support the company and adequate resources will be available to cover the company's working capital requirements from 12 months from the date of the audit report.

1.3
Turnover

Turnover represents amounts receivable for goods and services net of VAT and trade discounts.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings Leasehold
25% per annum on a straight line basis
Fixtures and fittings, equipment and motor vehicles
25% per annum on a straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

NOTE HADDENHAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.7
Cash and cash equivalents

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

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

NOTE HADDENHAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

NOTE HADDENHAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.

1.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

NOTE HADDENHAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

NOTE HADDENHAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
2
Judgements and key sources of estimation uncertainty

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Depreciation

Tangible fixed assets are depreciated over their estimated useful economic lives, taking into account estimated residual values. These estimates are based on management’s experience with similar assets, consideration of anticipated technological changes, expected usage, and other relevant factors.

Bad debt provision

The company establishes provisions for receivables that are considered unlikely to be collected. These provisions are based on management’s assessment of the probability of recovery, considering factors such as the customer’s financial position, past payment history, current economic conditions, and specific knowledge of individual debtors.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
UK
9,158,735
12,000,000
Europe
610,482
1,000,000
Rest of the world
380,750
840,026
10,149,967
13,840,026
4
Operating loss
2025
2024
Operating loss for the period is stated after charging/(crediting):
£
£
Exchange losses
31,221
20,366
Depreciation of owned tangible fixed assets
191,553
221,257
(Profit)/loss on disposal of tangible fixed assets
(5,887)
2,552
Amortisation of intangible assets
-
10,000
Operating lease charges
363,438
415,278

Audit fees for the current and the preceding periods were paid by a parent entity.

NOTE HADDENHAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Customer Service
3
3
Operations
38
40
Administration
11
14
52
57

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,895,970
1,731,890
Social security costs
170,520
177,545
Pension costs
55,481
55,149
2,121,971
1,964,584
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
63,287
74,653
Company pension contributions to defined contribution schemes
14,131
3,971
77,418
78,624

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

NOTE HADDENHAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
7
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
(10,637)
(17,875)

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(537,555)
(270,007)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(134,389)
(67,502)
Tax effect of expenses that are not deductible in determining taxable profit
642
383
Tax effect of utilisation of tax losses not previously recognised
(12,507)
(1,269)
Unutilised tax losses carried forward
109,025
17,270
Depreciation on assets not qualifying for tax allowances
38,702
50,708
Other tax adjustments
-
0
(228)
Profit on sale of fixed assets
(1,473)
638
Deferred tax movement
(10,637)
(17,875)
Taxation credit for the year
(10,637)
(17,875)
8
Intangible fixed assets
Development Costs
£
Cost
At 1 January 2025 and 31 December 2025
353,995
Amortisation and impairment
At 1 January 2025 and 31 December 2025
353,995
Carrying amount
At 31 December 2025
-
0
At 31 December 2024
-
0
NOTE HADDENHAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
9
Tangible fixed assets
Land and buildings Leasehold
Fixtures and fittings, equipment and motor vehicles
Total
£
£
£
Cost
At 1 January 2025
692,327
1,394,876
2,087,203
Additions
36,028
6,109
42,137
Disposals
(5,772)
(3,745)
(9,517)
At 31 December 2025
722,583
1,397,240
2,119,823
Depreciation and impairment
At 1 January 2025
489,851
1,211,384
1,701,235
Depreciation charged in the year
98,857
92,696
191,553
Eliminated in respect of disposals
(5,772)
(3,745)
(9,517)
At 31 December 2025
582,936
1,300,335
1,883,271
Carrying amount
At 31 December 2025
139,647
96,905
236,552
At 31 December 2024
202,476
183,492
385,968
10
Stocks
2025
2024
£
£
Finished goods and goods for resale
1,851,866
2,886,792
11
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,235,134
2,370,807
Corporation tax recoverable
20,262
20,262
Amounts owed by group undertakings
43,890
-
0
Prepayments and accrued income
143,211
194,323
1,442,497
2,585,392
NOTE HADDENHAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
12
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
570,970
984,356
Amounts owed to group undertakings
2,855,195
3,392,656
Taxation and social security
366,654
484,696
Other creditors
77,977
-
0
Accruals and deferred income
327,951
396,665
4,198,747
5,258,373
13
Provisions for liabilities
2025
2024
Note
£
£
Dilapidations provision
69,724
76,547
69,724
76,547
Deferred tax liabilities
14
24,226
34,863
93,950
111,410
Movements on provisions apart from deferred tax liabilities:
£
At 1 January 2025
76,547
Reversal of provision
(6,823)
At 31 December 2025
69,724
NOTE HADDENHAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
14
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
24,226
34,863
2025
Movements in the year:
£
Liability at 1 January 2025
34,863
Credit to profit or loss
(10,637)
Liability at 31 December 2025
24,226
15
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
55,481
55,149

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
"A" Ordinary shares of £1 each
2,500
2,500
2,500
2,500
"B" Ordinary shares of £1 each
2,500
2,500
2,500
2,500
5,000
5,000
5,000
5,000

"A" and "B" shares rank pari passu in all respects.

NOTE HADDENHAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
17
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
382,346
382,295
Years 2-5
743,421
999,425
After 5 years
5,877
76,402
1,131,644
1,458,122
18
Related party transactions

Under FRS 102, disclosure does not need to be given of any transactions between two or more members of a group provided that any subsidiary which is a party to that transaction is wholly owned.

19
Parent company

The company's immediate parent undertaking is iPro Holdings Limited, a company registered in England and Wales and whose registered office is Unit 3, Haddenham Business Park, Haddenham, Aylesbury, Buckinghamshire, HP17 8LJ.

The ultimate controlling party is NOTE AB, incorporated in Sweden.

20
Cash generated from operations
2025
2024
£
£
Loss after taxation
(526,918)
(252,132)
Adjustments for:
Taxation credited
(10,637)
(17,875)
Investment income
(50,028)
-
0
(Gain)/loss on disposal of tangible fixed assets
(5,887)
2,552
Amortisation and impairment of intangible assets
-
0
10,000
Depreciation and impairment of tangible fixed assets
191,553
221,257
(Decrease)/increase in provisions
(6,823)
52,221
Movements in working capital:
Decrease in stocks
1,034,926
690,130
Decrease/(increase) in debtors
1,142,895
(437,276)
(Decrease)/increase in creditors
(1,059,626)
2,016,378
Cash generated from operations
709,455
2,285,255
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