REGISTERED NUMBER: 00033672 (England and Wales)

WHEELABRATOR GROUP LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

I Wadee

R Shaw

SECRETARY:

I Wadee

REGISTERED OFFICE:

Wheelabrator House

22 Edward Court

Broadheath

Altrincham

Cheshire

WA14 5GL

REGISTERED NUMBER:

00033672 (England and Wales)

AUDITORS:

Rushtons

Chartered Accountants

Statutory Auditors

Shorrock House

1 Faraday Court

Fulwood

Preston

Lancashire

PR2 9NB

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

REVIEW OF BUSINESS

During the year, the company's revenue decreased to £15.3m. Loss before tax totalled £1.2m (2024 profit: £4.8m).

Net assets were £44m at 31 December 2025, a decrease of £1m from the previous year.

The company is responsible for the sale of surface preparation technology it developed historically, along with that developed by other group companies, in designated regions. In so doing it is responsible for implementing in its regions the Norican Group strategy of focusing on supporting existing installations in mature markets, while promoting the sale of new equipment into developing and emerging markets.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks facing the company arise from the levels of economic activity in its markets. The company believes that the depth of its product range and the diversity of its export markets, supported by continuing development of its sales representation in those territories and a focus on digitalisation will enable it to continue to meet the challenge of the future.

Employee engagement

The directors place considerable value on the involvement of the company's employees and continue to keep everyone informed on matters affecting them as employees and important stakeholders. This is achieved through a range of methods including formal and informal communication briefings, an employee engagement portal on the wider group intranet, company-wide emails and official notice boards. We operate a flexible and hybrid way of working which we consider an important aspect of being an inclusive employer.

We are committed to providing equal opportunities in all areas of work and business for all of our employees regardless of race, nationality, religion, age, sexual orientation, disability or social background. We are proud to be a diverse company and we welcome candidates from all backgrounds to apply for vacancies. As part of the wider group's code of conduct, we have a whistleblowing policy in place to enable employees to anonymously raise concerns.

We want people to achieve their best, which in turn will positively impact on our customers and the communities in which we live and work.

Engagement with customers and suppliers

The company places considerable value on having strong relationships with customers and suppliers. The company engages in regular, open and proactive dialogue with connected stakeholders and their opinions are considered when making operational and strategic decisions.

Community, environment and members

The company engages with the community and contributes to local charities and organisations.

The company monitors and seeks to reduce its impact on the environment, for example moving towards paperless communications with customers, suppliers and employees.

KEY PERFORMANCE INDICATORS

The company measures its performance by monitoring margins achieved against an annual budget and capital equipment projects are also monitored individually against the estimates prepared at the time an order is accepted. A comprehensive reporting package, comparing actual performance to both budget and last year, is produced each month. This, along with a monthly rolling forecast, constitutes the key performance indicators used within the business.

2025

2024

£

£

Turnover

15,264

17,620

Gross profit

3,524

4,760

Operating profit/(loss)

(4,682)

1,377

FUTURE OUTLOOK

As of the date of signing these financial statements, all of the Company's activities are continuing to operate as normal and the necessary business continuity procedures have been successfully implemented.

There is expectation that interest in equipment will increase in the UK market during 2026. However, the Company remains cautious given ongoing market, macroeconomic, and geopolitical risks, including low growth levels in the aftermarket business in Europe. The supply chain remains stable but uncertain due to global events, potentially affecting costs, lead times, and work in progress. Demand risk persists as the Company’s customers, ferrous metal foundries and light metal die casters in the automotive, industrial, and construction sectors, are subject to economic fluctuations beyond Wheelabrator’s control. A prolonged downturn in these markets could negatively impact the Company’s business and financial performance. With Wheelabrator’s stable and recurring aftermarket business, the Company believes this supports its revenue growth and profit expectations for 2026.

ON BEHALF OF THE BOARD:

R Shaw - Director

28 July 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

I Wadee

R Shaw

EXISTENCE OF BRANCHES OUTSIDE OF THE UK

The company has a branch, as defined in section 1046(3) of the Companies Act 2006, in Hong Kong.

GOING CONCERN

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and based on their assessment of the market, the Directors have concluded that the company can operate for a period of at least 12 months from the date of this report. Therefore, these financial statements have been prepared on a going concern basis in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom.

Further details regarding the adoption of the going concern basis can be found in Note 2 in the financial statements.

An indication of likely future developments of the company is noted within the strategic report.

POST BALANCE SHEETS EVENTS

There are no significant events following the balance sheet date.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The company is affected by the same principal risks and uncertainties as the rest of the Norican Global A/S Group.

The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risks), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance. The Group uses derivative financial instruments to hedge certain risk exposures. The company's risks and uncertainties are therefore reviewed fully with those of the rest of the Group.

Credit risk

The company's principal financial assets are bank balances and trade receivables.

The company's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful debts. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The company has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

Liquidity risk

The company's principal source of liquidity is cash generated from its operations, with additional funding, if required, made available by the Group.

Foreign exchange risk

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities. The company predominantly transacts its operational activities with third parties in its local currency, although the global nature of the business can lead to transactional risks at the balance sheet date. This arises because the amount of local currency received or paid for transactions denominated in a foreign currency varies due to changes in foreign exchange rates. Where this risk is considered material, the company will enter into forward foreign exchange contracts.

Capital risk management

The company's objectives in managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Rushtons, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R Shaw - Director

28 July 2026

Opinion

We have audited the financial statements of Wheelabrator Group Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 Financial Reporting Standard 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page five, 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 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.

Auditors' 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 a Report of the Auditors 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.

Identifying and assessing potential risks related to irregularities

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered a number of issues, such as the nature of the company's industry, their control environment and business performance. We also discussed amongst our engagement team how and where fraud might occur and any potential indicators of fraud.

We obtained an understanding of the legal and regulatory framework that the company operates in and focussed our attention on any laws and regulations which might be considered as "showstoppers". We also looked at internal controls in place at the company, established to mitigate risks related to fraud or non-compliance with laws and regulations.

In response to other identified risks, we reviewed the financial statement disclosures, we made enquiries of the company as to potential litigation and claims, we performed analytical procedures to look for unusual trends or unexpected relationships and we read any available meeting minutes.

We also addressed the risk of fraud through management override of controls by testing appropriate journal entries and other adjustments. We also assessed accounting estimates and considered any significant transactions that might be considered unusual in the normal course of business.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Adam Calvert FCA (Senior Statutory Auditor)

for and on behalf of Rushtons

Chartered Accountants

Statutory Auditors

Shorrock House

1 Faraday Court

Fulwood

Preston

Lancashire

PR2 9NB

29 July 2026

TURNOVER

3

15,264

17,620

Cost of sales

11,740

12,860

GROSS PROFIT

3,524

4,760

Distribution costs

1,405

1,777

Administrative expenses

7,064

1,730

8,469

3,507

(4,945

)

1,253

Other operating income

263

124

OPERATING (LOSS)/PROFIT

5

(4,682

)

1,377

Interest receivable and similar income

3,827

3,634

(855

)

5,011

Interest payable and similar expenses

6

383

182

(LOSS)/PROFIT BEFORE TAXATION

(1,238

)

4,829

Tax on (loss)/profit

7

380

125

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(1,618

)

4,704

(LOSS)/PROFIT FOR THE YEAR

(1,618

)

4,704

OTHER COMPREHENSIVE INCOME

Remeasurement of net defined benefit

216

687

liability

Income tax relating to other comprehensive income

(216

)

(125

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

562

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,618

)

5,266

FIXED ASSETS

Intangible assets

9

88

86

Tangible assets

10

878

823

Investments

11

-

100

966

1,009

CURRENT ASSETS

Stocks

12

498

319

Debtors

13

60,376

60,545

Cash at bank

1,312

1,246

62,186

62,110

CREDITORS

Amounts falling due within one year

14

12,235

9,583

NET CURRENT ASSETS

49,951

52,527

TOTAL ASSETS LESS CURRENT LIABILITIES

50,917

53,536

CREDITORS

Amounts falling due after more than one year

15

(7,256

)

(7,372

)

PROVISIONS FOR LIABILITIES

17

-

(885

)

NET ASSETS

43,661

45,279

CAPITAL AND RESERVES

Called up share capital

18

1,374

1,374

Share premium

19

17,918

17,918

Retained earnings

19

24,369

25,987

SHAREHOLDERS' FUNDS

43,661

45,279

The financial statements were approved by the Board of Directors and authorised for issue on 28 July 2026 and were signed on its behalf by:

R Shaw - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£'000

£'000

£'000

£'000

Balance at 1 January 2024

1,374

20,721

17,918

40,013

Changes in equity

Remeasurement of net defined

benefit liability

-

687

-

687

Tax relating to items of other

comprehensive income

-

(125

)

-

(125

)

Total comprehensive income

-

4,704

-

4,704

Balance at 31 December 2024

1,374

25,987

17,918

45,279

Changes in equity

Remeasurement of net defined

benefit liability

-

216

-

216

Tax relating to items of other

comprehensive income

-

(216

)

-

(216

)

Total comprehensive income

-

(1,618

)

-

(1,618

)

Balance at 31 December 2025

1,374

24,369

17,918

43,661

1.	STATUTORY INFORMATION

Wheelabrator Group 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.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A.

Preparation of consolidated financial statements

The financial statements contain information about Wheelabrator Group Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Norican Global A/S, Hojager 8, DK-2630, Taastrup, Denmark.

Related party exemption

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.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the company's accounting policies

The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Key source of estimation uncertainty - Valuation of stock

The company reviews its stock valuation continually to ensure that items are not valued at above net realisable values. Current selling prices and historic rates of sale are reviewed to ensure that a suitable provision is made to the carrying value of the stock where there is the likelihood that an item might be sold below its historic price.

Key source of estimation uncertainty - Pensions

The determination of the pension cost and defined benefit obligation of the Company's defined benefit scheme depends on the selection of certain assumption which include the discount rate, inflation rate, salary growth, mortality and expected return on scheme assets. Differences arising from actual experiences or future changes in assumptions will be reflected in subsequent periods.

Going concern

The company's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report. The strategic report further describes the position of the company; the company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposure to credit risk and liquidity risk.

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. In forming this expectation, the directors have considered the potential for a recession in the United Kingdom and supply chain disruption on the trading environment. Based on the assessment, the Directors have concluded that the company can operate for a period of at least 12 months from the date of this report. Therefore, these financial statements have been prepared on a going concern basis in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of four years.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Leasehold land and buildings term of lease

Plant and machinery 10-25% per annum

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.

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.

(i) Financial assets and liabilities

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets 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 constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the balance sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Debt instruments which meet the following conditions are subsequently measured at amortised cost using the effective interest method:

(a) The contractual return to the holder is (i) a fixed amount; (ii) a positive fixed rate or a positive variable rate; or (iii) a combination of a positive or a negative fixed rate and a positive variable rate.

(b) The contract may provide for repayments of the principal or the return to the holder (but not both) to be linked to a single relevant observable index of general price inflation of the currency in which the debt instrument is denominated, provided such links are not leveraged.The contract may provide for a determinable variation of the return to the holder during the life of the instrument, provided that (i) the new rate satisfies condition (a) and the variation is not contingent on future events other than (1) a change of a contractual variable rate; (2) to protect the holder against credit

(c) deterioration of the issuer; (3) changes in levies applied by a central bank or arising from changes in relevant taxation or law; or (ii) the new rate is a market rate of interest and satisfies condition (a).

(d) There is no contractual provision that could, by its terms, result in the holder losing the principal amount or any interest attributable to the current period or prior periods.

(e) Contractual provisions that permit the issuer to prepay a debt instrument or permit the holder to put it back to the issuer before maturity are not contingent on future events, other than to protect the holder against the credit deterioration of the issuer or a change in control of the issuer, or to protect the holder or issuer against changes in levies applied by a central bank or arising from changes in relevant taxation or law.

(f) Contractual provisions may permit the extension of the term of the debt instrument, provided that the return to the holder and any other contractual provisions applicable during the extended term satisfy the conditions of paragraphs (a) to (c).

Debt instruments that are classified as payable or receivable within one year on initial recognition and which meet the above conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.

With the exception of some hedging instruments, other debt instruments not meeting these conditions are measured at fair value through profit or loss.

Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment.

Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

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.

Pension costs and other post-retirement benefits

The company offers pensions to all employees through a funded defined benefit scheme and a number of defined contribution schemes.

Contributions to defined contribution schemes are charged to profit and loss account in the year in which they become payable.

The assets of the defined benefit scheme are held separately from those of the company in trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high-quality corporate bond of equivalent currency and term to the scheme liabilities. Actuarial valuations are obtained at each balance sheet date. The resulting defined benefit asset or liability, net of the related deferred tax, is presented separately after other net assets on the face of the balance sheet. Changes in the defined benefit pension scheme asset or liability arising from factors other than cash contribution by the group are charged to the statement of comprehensive income in accordance with FRS 102.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

Non-financial assets

An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Financial assets

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Interest income

Revenue is recognised as interest accrues using the effective interest method.

3.

TURNOVER

The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£'000

£'000

United Kingdom

10,043

10,958

Rest of the world

5,221

6,662

15,264

17,620

4.	EMPLOYEES AND DIRECTORS

2025

2024

£'000

£'000

Wages and salaries

2,965

3,066

Social security costs

352

332

Other pension costs

264

246

3,581

3,644

The average number of employees during the year was as follows:

2025

2024

Production

28

27

Selling and Distribution

17

16

Administration

27

21

72

64

The employee numbers represent the average number of employees employed by the Company. Of the 72 employees (2024: 64), 20 employees (2024: 11) provide services to several group companies and their salaries have been recharged to the group. The total costs of £3,335,000 above are the net costs to the Company after recharges of £1,857,516.

The emoluments of the directors were borne by several group companies. They are directors and senior managers of a large number of fellow subsidiaries, and it is not possible to make an accurate apportionment of their emoluments in respect of each of the subsidiaries. The total emoluments are disclosed in the financial statements of the ultimate parent company.

5.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging/(crediting):

2025

2024

£'000

£'000

Depreciation - owned assets

205

185

Computer software amortisation

28

20

Foreign exchange differences

719

(471

)

Research and development

-

6

(Release from)/charge to dilapidation provision

145

138

Operating lease rentals

445

509

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£'000

£'000

Other interest

30

77

Other finance costs

353

105

383

182

7.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

2025

2024

£'000

£'000

Current tax:

UK corporation tax

380

125

Tax on (loss)/profit

380

125

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£'000

£'000

(Loss)/profit before tax

(1,238

)

4,829

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(310

)

1,207

Effects of:

Expenses not deductible for tax purposes

1,283

1

Adjustments to tax charge in respect of previous periods

-

(31

)

Foreign PE exemption

(97

)

(165

)

Group relief

(667

)

(718

)

Deferred tax movement

105

(40

)

Other timing differences

-

(30

)

Group Income

-

(100

)

Fixed Asset Differences

1

1

Overseas Tax Charge

65

-

Total tax charge

380

125

Tax effects relating to effects of other comprehensive income

2025

Gross

Tax

Net

£'000

£'000

£'000

Remeasurement of net defined benefit

216

(216

)

-

liability

216

(216

)

-

2024

Gross

Tax

Net

£'000

£'000

£'000

Remeasurement of net defined benefit

687

(125

)

562

liability

687

(125

)

562

8.	AUDITORS REMUNERATION

Fees payable to the auditors and their associates for the audit of the company's annual financial statements were £17,000 (2024: £17,000).

Fees payable to the auditors and their associates for non-audit services to the company are not required to be disclosed because the consolidated financial statements of the parent company are required to disclose such fees on a consolidated basis.