REGISTERED NUMBER: 02623409 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

FOR

ETESIA U.K. LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

S Muir

SECRETARY:

T D James FCA

REGISTERED OFFICE:

Studio 2

50-54 St Pauls Square

Birmingham

B3 1QS

BUSINESS ADDRESS:

Greenway House

Sugarswell Business Park

Shennington

Oxfordshire

OX15 6HW

REGISTERED NUMBER:

02623409 (England and Wales)

SENIOR STATUTORY AUDITOR:

James Syree Bsc FCA

AUDITORS:

Ballards LLP

Oakmoore Court

Kingswood Road

Hampton Lovett

Droitwich

Worcestershire

WR9 0QH

FIXED ASSETS

Tangible assets

4

122,582

89,525

CURRENT ASSETS

Stocks

875,416

892,098

Debtors

5

533,351

368,746

Cash at bank

262,206

292,861

1,670,973

1,553,705

CREDITORS

Amounts falling due within one year

6

2,239,827

1,892,898

NET CURRENT LIABILITIES

(568,854

)

(339,193

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(446,272

)

(249,668

)

CREDITORS

Amounts falling due after more than one year

7

(34,110

)

(24,546

)

PROVISIONS FOR LIABILITIES

-

(14,241

)

NET LIABILITIES

(480,382

)

(288,455

)

CAPITAL AND RESERVES

Called up share capital

8

100,000

100,000

Retained earnings

(580,382

)

(388,455

)

SHAREHOLDERS' FUNDS

(480,382

)

(288,455

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 30 July 2026 and were signed by:

S Muir - Director

1.	STATUTORY INFORMATION

Etesia U.K. Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going Concern

We draw attention to page 8 of the financial statements, which indicates that the company incurred a net loss of £191,927 to 31 July 2025 and has net liabilities of £480,382 as at that date. As such it is dependent upon the financial support from its group, which is owed £2,074,494 at the year-end. The company has substantial cash reserves of £262,206.

In the event of the parent company calling in its debt, the company would be required to seek replacement financing.

The directors have prepared the accounts on the going concern basis, having conducted a review of the trading position and cashflow expectations for the 12 months from the date of signing these financial statements. Based on this review the directors have concluded that the company should be sufficiently funded, taking into consideration the cash at bank at the year-end.

The company has recently undertaken changes at management level and has overhauled its operations with a view to increasing it's profitability and competitiveness. It has already started to see the benefits of this in rising turnover and gross margin contribution so far in 2026, and it has recently submitted budgets and forecasts to the group for approval. These have been positively received, with the group providing verbal assurances that they will continue to provide financial support through 2026-27. Moreover, the company continues to maintain a healthy balance of cash at bank, which was £262,206 at the year-end. As such the directors have assessed that the accounts should continue to be prepared on a going concern basis.

However, the group have refused to confirm their financial support for the company in writing and have indicated that meeting the latest budget targets will be imperative to maintaining their support in the long term. The intercompany loan is potentially repayable on demand, and, in the event that the group did seek to call in the loan, the company would be forced to seek alternative finance in order to continue to trade. As such the directors consider that there is a material uncertainty in relation to going concern.

Significant judgements and estimates

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.

Turnover

Turnover from the sale of goods and services is recognised in the profit and loss account, net of discounts and value added tax, when the significant risks and rewards of ownership have been transferred to the buyer. In general this occurs when the machinery or parts have been supplied.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Fixtures and equipment

-

33% on cost and 10% on cost

Motor vehicles

-

25% on cost

Office equipment

-

33% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Loans and borrowings

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment.

Taxation

The tax expense for the period comprises tax. Tax is recognised in the income statement, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income. Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Foreign currencies

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 of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets acquired under finance leases are capitalised and depreciated over the expected useful life of the asset. Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding lease liability using the effective interest method. The related obligations, net of future finance charges, are included in creditors.

Rentals payable and receivable under operating leases are charged to the profit and loss account 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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 6 (2024 - 6 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 August 2024

284,968

Additions

77,393

At 31 July 2025

362,361

DEPRECIATION

At 1 August 2024

195,443

Charge for year

44,336

At 31 July 2025

239,779

NET BOOK VALUE

At 31 July 2025

122,582

At 31 July 2024

89,525

Included within the net book value of £122,582 are assets held under hire purchase agreements totalling £77,078 (2024 - £64,396). The related hire purchase liabilities are included within creditors.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

484,480

322,926

Other debtors

48,871

45,820

533,351

368,746

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Hire purchase contracts

24,592

13,706

Trade creditors

12,957

12,843

Amounts owed to group undertakings

2,074,494

1,707,758

Taxation and social security

95,103

128,129

Other creditors

32,681

30,462

2,239,827

1,892,898

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Hire purchase contracts

34,110

24,546

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100,000

Ordinary

£1

100,000

100,000

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

James Syree Bsc FCA (Senior Statutory Auditor)

for and on behalf of Ballards LLP

Material Uncertainty in Relation to Going Concern

We draw attention to page 8 of the financial statements, which indicates that the company incurred a net loss of £191,927 to 31 July 2025 and has net liabilities of £480,382 as at that date. As such it is dependent upon the financial support from its group, which is owed £2,074,494 by the company at the year-end. The group have chosen not to provide confirmation of ongoing support in respect of this liability, which is potentially repayable on demand. These events and conditions indicate that a material uncertainty exists which may cast doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

10.	OTHER FINANCIAL COMMITMENTS

Total financial commitments, guarantees and contingencies which are not included in the balance sheet amount to £67,633 (2024 - £41,453).

11.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.