| REGISTERED NUMBER: |
| Unaudited Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| Soilfix Ltd |
| REGISTERED NUMBER: |
| Unaudited Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| Soilfix Ltd |
| Soilfix Ltd (Registered number: 05237268) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2025 |
| Page |
| Company Information | 1 |
| Statement of Financial Position | 2 |
| Notes to the Financial Statements | 4 |
| Soilfix Ltd |
| Company Information |
| for the Year Ended 31 December 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| ACCOUNTANTS: |
| 48 Hucclecote Road |
| Gloucester |
| Gloucestershire |
| GL3 3RS |
| BANKERS: |
| 18 Southgate Street |
| Gloucester |
| Gloucestershire |
| GL1 2DH |
| Soilfix Ltd (Registered number: 05237268) |
| Statement of Financial Position |
| 31 December 2025 |
| 31/12/25 | 31/12/24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 4 |
| CURRENT ASSETS |
| Stocks |
| Debtors | 5 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 6 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
7 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital |
| Other reserves | 9 |
| Profit and loss account | 9 |
| SHAREHOLDERS' FUNDS |
| The directors acknowledge their responsibilities for: |
| (a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
| (b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
| Soilfix Ltd (Registered number: 05237268) |
| Statement of Financial Position - continued |
| 31 December 2025 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Soilfix Ltd (Registered number: 05237268) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2025 |
| 1. | STATUTORY INFORMATION |
| Soilfix Ltd is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Significant judgements and estimates |
| Work in progress and costs to completion |
| The directors estimate contract work in progress and costs to completion of projects ongoing at the accounting date. The estimations are based upon agreed project valuations with customers, historical experience and other factors that are considered to be relevant. Estimations are reviewed on an ongoing basis and have been revisited prior to the date of signing to reflect any necessary revisions that affect estimations at the accounting date. |
| Valuation of share-based payments |
| A share-based payment expense relating to EMI share options is recognised based on the fair value of the awards granted. |
| The fair value of each EMI option is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying shares, the expected term of the option, the expected volatility of the price of the shares, risk-free interest rates and the expected dividend yield of the shares. The assumptions used to determine the fair value of the option awards represent the best estimates of the directors. These estimates involve inherent uncertainties and the application of director judgement. |
| The total amount to be expensed over the vesting period is determined by reference to the fair value of the options. At the balance sheet date, the company revises its estimates of the number of options that are expected to vest. |
| Turnover |
| Turnover represents amounts chargeable, net of value added tax, in respect of the sales of goods and services to customers. |
| The company recognises revenue from the rendering of services in the period which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
| - the amount of revenue can be measured reliably; |
| - it is probable that the group will receive the consideration due under the contract; |
| - the stage of completion of the contract at the end of the reporting period can be measured reliably; and |
| - the costs incurred and the costs to complete the contract can be measured reliably. |
| Soilfix Ltd (Registered number: 05237268) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Leasehold improvements | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Computer equipment | - |
| Stocks |
| Work in progress is valued at the lower of cost and net realisable value. |
| Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
| Financial instruments |
| Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. |
| All financial assets and liabilities are measured at transaction price (including transaction costs), except for those financial assets and liabilities classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement consists a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
| Loans from directors and the parent company have no formal repayment terms so have been recognised at the transaction price. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Soilfix Ltd (Registered number: 05237268) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Hire purchase and leasing commitments |
| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Going concern |
| The financial statements have been prepared on a going concern basis. The directors have reviewed the future cash flows, forecasts and projections of the business and have expressed their intention to support the company for the foreseeable future, deeming the going concern basis of preparation to be appropriate. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | TANGIBLE FIXED ASSETS |
| Fixtures |
| Leasehold | Plant and | and |
| improvements | machinery | fittings |
| £ | £ | £ |
| Cost |
| At 1 January 2025 |
| Additions |
| Disposals | ( |
) |
| At 31 December 2025 |
| Depreciation |
| At 1 January 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) |
| At 31 December 2025 |
| Net book value |
| At 31 December 2025 |
| At 31 December 2024 |
| Soilfix Ltd (Registered number: 05237268) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 4. | TANGIBLE FIXED ASSETS - continued |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| Cost |
| At 1 January 2025 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 December 2025 |
| Depreciation |
| At 1 January 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2025 |
| Net book value |
| At 31 December 2025 |
| At 31 December 2024 |
| Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
| Motor |
| vehicles |
| £ |
| Cost |
| At 1 January 2025 |
| Disposals | ( |
) |
| At 31 December 2025 |
| Depreciation |
| At 1 January 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) |
| At 31 December 2025 |
| Net book value |
| At 31 December 2025 |
| At 31 December 2024 |
| 5. | DEBTORS |
| 31/12/25 | 31/12/24 |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Soilfix Ltd (Registered number: 05237268) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 5. | DEBTORS - continued |
| 31/12/25 | 31/12/24 |
| £ | £ |
| Amounts falling due after more than one year: |
| Trade debtors |
| Aggregate amounts |
| 6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31/12/25 | 31/12/24 |
| £ | £ |
| Bank loans and overdrafts |
| Hire purchase contracts (see note 8) |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors |
| 7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 31/12/25 | 31/12/24 |
| £ | £ |
| Hire purchase contracts (see note 8) |
| Trade creditors |
| Other creditors |
| 8. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Hire purchase |
| contracts |
| 31/12/25 | 31/12/24 |
| £ | £ |
| Net obligations repayable: |
| Within one year |
| Between one and five years |
| Non-cancellable |
| operating leases |
| 31/12/25 | 31/12/24 |
| £ | £ |
| Within one year |
| Between one and five years |
| Soilfix Ltd (Registered number: 05237268) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 9. | RESERVES |
| Profit |
| and loss | Other |
| account | reserves | Totals |
| £ | £ | £ |
| At 1 January 2025 | 918,456 |
| Profit for the year |
| Dividends | ( |
) | ( |
) |
| Share option reserve | - | 4,220 | 4,220 |
| At 31 December 2025 | 1,755,060 |
| 10. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| The following advances and credits to a director subsisted during the years ended 31 December 2025 and 31 December 2024: |
| 31/12/25 | 31/12/24 |
| £ | £ |
| Balance outstanding at start of year |
| Amounts repaid | ( |
) |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year |
| The above loan to the director was interest free and has no fixed repayment terms. |
| Soilfix Ltd (Registered number: 05237268) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 11. | RELATED PARTY DISCLOSURES |
| Ground Risk Solutions Limited |
| Parent company |
| At 31 December 2025, the company owed Ground Risk Solutions Limited £12,383 (2024 - £462,383). The intercompany loan balance is interest free and has no fixed repayment terms. |
| G A Evans |
| Director |
| The director G A Evans, has made a loan to the company. At 31 December 2025 the loan balance outstanding was £1,079,622 (2024 - £1,079,800). The loan is interest free with no fixed repayment terms. Although the loan is repayable on demand, £524,380 of this loan is not expected to be repaid within the next twelve months so is shown as due for repayment after one year. |
| S G Jackson |
| Director |
| The director S G Jackson, has made a loan to the company. At 31 December 2025 the loan balance outstanding was £157,280 (2024 - £158,252). The loan is interest free with no fixed repayment terms. Although the loan is repayable on demand, £112,523 of this loan is not expected to be repaid within the next twelve months so is shown as due for repayment after one year. |
| R Mabe |
| Director |
| During the year, the director R Mabe, made a loan to the company. At 31 December 2025 the loan balance outstanding was £108,455 (2024 - £109,177). The loan is interest free with no fixed repayment terms. Although the loan is repayable on demand, £108,455 of this loan is not expected to be repaid within the next twelve months, so is shown as due for repayment after one year. |
| 12. | ULTIMATE CONTROLLING PARTY |
| The company is controlled by Ground Risk Solutions Limited, a company controlled by the Employee Ownership Trust, Soilfix EOT Limited. Ground Risk Solutions Limited, which shares the same registered office as Soilfix Ltd, has taken the option under Section 399(2A) of the Companies Act 2006 not to prepare consolidated financial statements. |
| Soilfix Ltd (Registered number: 05237268) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 13. | SHARE-BASED PAYMENT TRANSACTIONS |
| During the year, share options in the parent company, Ground Risk Solutions Limited, were granted to seven employees of Soilfix Ltd. |
| At 31 December 2025 40,374 £0.01 share options in Ground Risk Solutions Limited were outstanding (2024 - Nil). The share options will be settled in equity in Ground Risk Solutions Limited. |
| The exercise price of the share options of £6.60 was agreed with HMRC in August 2025. |
| The share options will vest and become exercisable upon the earliest of four events: |
| - clearance of the EOT debt; |
| - activation of the Sunset Clause of the EOT arrangements; |
| - an exit event, to include a business sale; or |
| - a disqualifying event. |
| The maximum term of the options granted will be upon activation of the Sunset Clause in April 2033. |
| During the year, a share based payment expense was recognised in the Income Statement of £4,220 (2024 - £Nil). The share option reserve at 31 December 2025 totalled £4,220 (2024 - Nil). |
| The Black-Scholes model was used to measure the fair value of the share options. |