SHELLWORKS GROUP LTD

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

SHELLWORKS GROUP LTD is a private company, limited by shares, incorporated in England & Wales, registered number 12131588 . The registered office is Unit 2 Crusaders Industrial Estate, 167 Hermitage Road, London, N4 1LZ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The financial statements have therefore been prepared on the going concern basis.

The Company incurred a loss during the year of £2,298,290 (2024: £1,667,235), which has been funded by the company's parent company, Shellworks Inc.

Shellworks Inc will continue to provide further financial support to the Company for the foreseeable future and at least for 12 months from the approval of these financial statements.

The Directors have assessed the current financial position of Shellworks Inc. and the overall group and have a reasonable expectation that the Company will have adequate resources to continue as a going concern and pay its liabilities as they fall due for the foreseeable future being a period of at least one year from the date of approval of these accounts by the board of directors.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.4. Intangible Fixed Assets and Amortisation - Other Intangible

Other intangible assets are intellectual property. It is amortised to profit and loss account over its estimated economic

life of 10 years.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Leasehold	4- 5 years straight line
Plant & Machinery	3 - 10 years straight line
Fixtures & Fittings	5 years straight line
Computer Equipment	3 years straight line

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SHELLWORKS GROUP LTD

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.6. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. Work-in-progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

2.7. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.8. Taxation

The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable and when the realisation of tax repayment claim is probable.

Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.

2.9. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

2.10. Research and Development

Expenditure on research and development is written off in the year in which it is incurred.

2.11. Share Based Payments

The company operates an EMI qualifying share option scheme over shares to be issued in the parent company, Shellworks Inc.

The company reflects the economic cost of awarding share options to employees by recording an expense in the Profit and Loss Account equal to the estimated fair value of the benefit awarded at the time of the award. The expense is recognised in the Profit and Loss Account on a straight line basis over the vesting period.

The amounts charged to Profit and Loss are reflected in reserves as the options are equity settled and then subsequently reclassified to creditors because the equity awards are fulfilled in the shared of the parent company.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 22 (2024: 16)

4. Intangible Assets

	Other
	£
Cost
As at 1 January 2025	3,983

As at 31 December 2025	3,983

Amortisation
As at 1 January 2025	1,165
Provided during the period	383

As at 31 December 2025	1,548

Net Book Value
As at 31 December 2025	2,435

As at 1 January 2025	2,818

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SHELLWORKS GROUP LTD

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

5. Tangible Assets

	Land & Property
	Leasehold	Plant & Machinery	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£	£
Cost
As at 1 January 2025	303,296	1,393,245	38,502	37,315	1,772,358
Additions	-	484,458	8,167	22,903	515,528

As at 31 December 2025	303,296	1,877,703	46,669	60,218	2,287,886

Depreciation
As at 1 January 2025	81,986	671,313	14,576	24,593	792,468
Provided during the period	60,792	262,649	8,852	11,771	344,064

As at 31 December 2025	142,778	933,962	23,428	36,364	1,136,532

Net Book Value
As at 31 December 2025	160,518	943,741	23,241	23,854	1,151,354

As at 1 January 2025	221,310	721,932	23,926	12,722	979,890

6. Stocks

	2025	2024
	£	£
Stock	2,174,705	1,309,746

7. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	537,439	126,957
Prepayments and accrued income	111,277	180,269
Other debtors	147,760	110,775
Corporation tax recoverable assets	580,444	494,400
VAT	-	21,481

	1,376,920	933,882

8. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	606,065	208,548
Other taxes and social security	57,416	24,318
VAT	25,250	-
Pension Payable	5,958	3,313
Accruals and deferred income	108,055	136,360

	802,744	372,539

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SHELLWORKS GROUP LTD

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

9. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Other loans	1,801,181	633,695
Amounts owed to parent undertaking	282,546	1,244,429

	2,083,727	1,878,124

Other loans are advances on an Innovate UK loan from a total facility of £1,730,655 plus accrued interest of £96,373. The loan is secured by a fixed and floating charge on the company's assets. The loan is repayable over 3 years from January 2027.

10. Share Capital

	2025	2024
Allotted, called up and fully paid	£	£
9,238,981 Ordinary Shares of £ 1.00 each	9,238,981	6,216,999


Shares issued during the period:	£
3,021,982 Ordinary Shares of £ 1.00 each	3,021,982

11. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2025	2024
	£	£
Not later than one year	179,625	179,625
Later than one year and not later than five years	269,438	449,063

	449,063	628,688

12. Related Party Transactions

The company is 100% owned by Shellworks Inc. At the year end, Shellworks Inc was owed £282,546 by the company (2024: £1,244,429).

During the year, 3,021,982 new ordinary shares of £1.00 each were issued to Shellworks Inc. for a cash consideration of £3,021,982.

13. Ultimate Controlling Party

The company's immediate and ultimate parent undertaking is Shellworks Inc., a company incorporated in the United States of America. The Directors consider there to be no ultimate controlling party.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		2,435		2,818
Tangible Assets	5		1,151,354		979,890

			1,153,789		982,708
CURRENT ASSETS
Stocks	6	2,174,705		1,309,746
Debtors	7	1,376,920		933,882
Cash at bank and in hand		472,868		592,446

		4,024,493		2,836,074
Creditors: Amounts Falling Due Within One Year	8	(802,744 )		(372,539 )

NET CURRENT ASSETS (LIABILITIES)			3,221,749		2,463,535

TOTAL ASSETS LESS CURRENT LIABILITIES			4,375,538		3,446,243

Creditors: Amounts Falling Due After More Than One Year	9		(2,083,727 )		(1,878,124 )

NET ASSETS			2,291,811		1,568,119

CAPITAL AND RESERVES
Called up share capital	10		9,238,981		6,216,999
Profit and Loss Account			(6,947,170 )		(4,648,880 )

SHAREHOLDERS' FUNDS			2,291,811		1,568,119