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REGISTERED NUMBER: 11505885 (England and Wales)

EMERGE GLOBAL LTD

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 6 |

Consolidated Income Statement | 9 |

Consolidated Other Comprehensive Income | 10 |

Consolidated Statement of Financial Position | 11 |

Company Statement of Financial Position | 13 |

Consolidated Statement of Changes in Equity | 14 |

Company Statement of Changes in Equity | 15 |

Consolidated Statement of Cash Flows | 16 |

Notes to the Consolidated Statement of Cash Flows | 17 |

Notes to the Consolidated Financial Statements | 19 |

EMERGE GLOBAL LTD

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2025

| DIRECTORS: | Mr M S Bigley

| Mr R G Harris

| REGISTERED OFFICE: | C73 Shelton Boulevard

| Stoke on Trent

| Staffordshire

| ST1 5GQ

| REGISTERED NUMBER: | 11505885 (England and Wales)

| AUDITORS: | Folkes Worton LLP

| Chartered Accountants and Statutory Auditor

| 15-17 Church Street

| Stourbridge

| West Midlands

| DY8 1LU

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

The Group continued to make strong progress during 2025 in delivering its long-term strategic objectives, further strengthening its position as an integrated global supply chain management provider. Our strategy remains focused on delivering value added services across the entire supply chain, from production through to final delivery, through a fully integrated 5PL operating model.

For the year ended 2025, the Group generated adjusted EBITDA of £5.2 million after adjusting for reorganisation costs and strategic investments undertaken during the year. These investments included the development of partnerships with several high growth FMCG brands, enhancing the Group's procurement, sales support and supply chain capabilities. Together, these initiatives have broadened the Group's service offering and strengthened its ability to deliver integrated supply chain solutions for customers operating in increasingly complex global markets.

During the year, the Group made significant strategic progress across its operations, including:

- Continued expansion of the regional freight forwarding network across the UK and China, strengthening global air, sea and road freight capabilities.

- Further development of the UK warehousing estate, increasing capacity and enhancing integrated B2B, D2C and returns management services.

- Modernisation of the road transport fleet through the introduction of more energy-efficient vehicles, improving operational efficiency while supporting the Group's environmental objectives.

- Ongoing investment in warehouse automation, systems integration and artificial intelligence to improve productivity, enhance customer service and provide a scalable platform for future growth.

- Continued delivery of the Group's Environmental, Social and Governance ("ESG") strategy. Through its partnership with Carbon Neutral Britain, the Group remains carbon neutral while progressing initiatives including electric vehicles, solar energy generation, rainwater harvesting, cycle-to-work schemes and hybrid working practices.

- Continued support for local communities through the Emerge Connected initiative, providing financial assistance and practical support to projects and charities that are important to our employees and the communities in which we operate.

Our people remain at the heart of the Group's success. During the year, we further strengthened our Finance, Sales and Operations teams, enhancing the infrastructure required to support continued growth. The Board recognises that the knowledge, expertise and commitment of our employees are fundamental to the successful delivery of our strategy and remains committed to developing talent, creating opportunities for progression and attracting high calibre individuals to the business.

The Group also enhanced its funding capacity through its long-standing relationships with Arbuthnot Bank and Beechbrook Capital. These facilities provide the financial flexibility to continue investing in strategic initiatives, support organic growth and pursue opportunities that further strengthen the Group's integrated supply chain platform.

The Board remains confident in the Group's long-term strategy and believes the investments made during 2025 have established a strong foundation for continued sustainable growth, enabling the business to deliver increasing value for customers, employees and shareholders.

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

REVIEW OF THE BUSINESS (CONTINUED)

The directors present the combined annual results of the consolidated group below:

Performance of the business for the year

| 2025 |  | 2024 |

| £ |  | £ |

Turnover |  |  | 67,943 |  | 51,515 |

Profit before tax |  |  | (1,608 | ) | 356 |

Add back net interest |  |  | 1,922 |  | 1,151 |

Consolidated operating profit |  |  | 314 |  | 1,507 |

Add back amortisation |  |  | 1,984 |  | 1,258 |

Add Back depreciation |  |  | 963 |  | 900 |

Add back exceptional items included administrative expenses * |  | 1,937 |  | 728 |

Consolidated EBITDA before exceptional items |  |  | 5,198 |  | 4,394 |

Consolidated EBITDA before exceptional items margin |  |  | 7.7% |  | 8.5% |

* Exceptional items include one-off costs in relation to restructuring, personnel cost and premises dilapidation costs. |  |

Cash generated from operations |  |  | 5,149 |  | 1,375 |

Cash conversion ratio |  |  | 99.1% |  | 31.2% |

Trade debtors |  |  | 9,115 |  | 9,068 |

Lock up days at year end |  |  | 58.4 Days |  | 64.2 Days |

Net group borrowing |  |

Senior debt |  |  | 11,497 |  | 11,200 |

Finance lease liabilities |  |  | 763 |  | 929 |

Less: Cash at bank |  |  | (1,973 | ) | (4,566 | )

Net third party borrowings |  |  | 10,287 |  | 7,563 |

Loan notes and credit vendor loans |  |  | 12,515 |  | 12,974 |

Net indebtedness |  |  | 22,802 |  | 20,537 |

The directors are encouraged by the results of the KPIs above which exceed initial budgets and they are confident that growth will continue during the next financial year.

ON BEHALF OF THE BOARD:

Mr M S Bigley - Director

17 July 2026

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 will be £ 93,019 .

All dividends were paid by subsidiary companies to non-controlling interests.

DIRECTORS

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

Mr M S Bigley

Mr R G Harris

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

AUDITORS

The auditors, Folkes Worton LLP, having been appointed during the year, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr M S Bigley - Director

17 July 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

EMERGE GLOBAL LTD

Opinion

We have audited the financial statements of Emerge Global Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 group's and of the parent company affairs as at 31 December 2025 and of the group's 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 group 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 group's and the parent 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 Group 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

EMERGE GLOBAL LTD

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- | the parent company 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 four, 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 group's and the parent 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 group or the parent 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, its group and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

EMERGE GLOBAL LTD

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which include:

-Enquire of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

-Reviewing minutes of meetings of those charged with governance;

-Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

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

-Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher then for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

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.

Subsequent Events - US-Iran Conflict

Subsequent to 31st December 2025, the escalation of the conflict between the United States and Iran has led to increased volatility in international shipping, energy markets, and global supply chains. While the conflict did not exist as of 31st December 2025 and therefore does not require adjustment to the financial statements for the year then ended, the company is actively assessing its operational exposures. The potential impacts include, but are not limited to, fluctuations in raw material costs, potential disruptions in overseas operations, and volatility in energy prices. At this time, a reasonable estimate of the financial effect on the company's future results of operations and financial position cannot be made, although management does not believe the event poses a threat to the company's ability to continue as a going concern.

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.

Neil Smith BSc Hons FCA (Senior Statutory Auditor)

for and on behalf of Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

17 July 2026

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | 67,942,886 |  | 51,514,992 |  |

Cost of sales | 48,122,074 |  | 37,802,007 |  |

GROSS PROFIT | 19,820,812 |  | 13,712,985 |  |

Administrative expenses | 19,525,845 |  | 12,224,213 |  |

294,967 |  | 1,488,772 |  |

Other operating income | (2,534 | ) | 9,538 |  |

OPERATING PROFIT | 4 | 292,433 |  | 1,498,310 |  |

Interest receivable and similar income | 21,731 |  | 9,279 |  |

314,164 |  | 1,507,589 |  |

Interest payable and similar expenses | 6 | 1,921,673 |  | 1,151,232 |  |

(LOSS)/PROFIT BEFORE TAXATION | (1,607,509 | ) | 356,357 |  |

Tax on (loss)/profit | 7 | 114,335 |  | 364,596 |  |

LOSS FOR THE FINANCIAL YEAR | (1,721,844 | ) | (8,239 | ) |

Loss attributable to:

Owners of the parent | (1,786,258 | ) | (130,351 | ) |

Non-controlling interests | 64,414 |  | 122,112 |  |

(1,721,844 | ) | (8,239 | ) |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONSOLIDATED OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

LOSS FOR THE YEAR | (1,721,844 | ) | (8,239 | ) |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (1,721,844 | ) | (8,239 | ) |

Total comprehensive income attributable to:

Owners of the parent | (1,786,259 | ) | (130,351 | ) |

Non-controlling interests | 64,415 |  | 122,112 |  |

(1,721,844 | ) | (8,239 | ) |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 10 | 15,468,719 |  | 16,712,348 |  |

Tangible assets | 11 | 2,069,363 |  | 2,848,039 |  |

Investments | 12 | 80 |  | 80 |  |

17,538,162 |  | 19,560,467 |  |

CURRENT ASSETS

Stocks | 13 | 517,933 |  | - |  |

Debtors | 14 | 12,852,194 |  | 11,348,524 |  |

Cash at bank and in hand | 1,973,302 |  | 4,565,850 |  |

15,343,429 |  | 15,914,374 |  |

CREDITORS

Amounts falling due within one year | 15 | 16,819,160 |  | 15,158,817 |  |

NET CURRENT (LIABILITIES)/ASSETS | (1,475,731 | ) | 755,557 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 16,062,431 |  | 20,316,024 |  |

CREDITORS

Amounts falling due after more than one year | 16 | (15,218,168 | ) | (17,038,814 | ) |

PROVISIONS FOR LIABILITIES | 20 | (340,901 | ) | (552,855 | ) |

NET ASSETS | 503,362 |  | 2,724,355 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 200 |  | 200 |  |

Share premium | 22 | 1,679,980 |  | 1,679,980 |  |

Revaluation reserve | 22 | 18,905 |  | 18,905 |  |

Retained earnings | 22 | (2,139,069 | ) | (259,792 | ) |

SHAREHOLDERS' FUNDS | (439,984 | ) | 1,439,293 |  |

NON-CONTROLLING INTERESTS | 23 | 943,346 |  | 1,285,062 |  |

TOTAL EQUITY | 503,362 |  | 2,724,355 |  |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION - continued

31 DECEMBER 2025

The financial statements were approved by the Board of Directors and authorised for issue on 17 July 2026 and were signed on its behalf by:

Mr M S Bigley - Director

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

COMPANY STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 10 | - |  | - |  |

Tangible assets | 11 | - |  | - |  |

Investments | 12 | 1 |  | 1 |  |

1 |  | 1 |  |

CURRENT ASSETS

Debtors | 14 | 1,638,137 |  | 1,652,505 |  |

CREDITORS

Amounts falling due within one year | 15 | 11,239 |  | 8,443 |  |

NET CURRENT ASSETS | 1,626,898 |  | 1,644,062 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 1,626,899 |  | 1,644,063 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 200 |  | 200 |  |

Share premium | 22 | 1,679,980 |  | 1,679,980 |  |

Retained earnings | 22 | (53,281 | ) | (36,117 | ) |

SHAREHOLDERS' FUNDS | 1,626,899 |  | 1,644,063 |  |

Company's loss for the financial year | (17,164 | ) | (17,417 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 10 July 2026 and were signed on its behalf by:

Mr M S Bigley - Director

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

| Called up |

| share |  | Retained |  | Share

| capital |  | earnings |  | premium

£ | £ | £ |

Balance at 1 January 2024 | 200 |  | (36,422 | ) | 1,679,980 |  |

Changes in equity

Dividends | - |  | (93,019 | ) | - |  |

Total comprehensive income | - |  | (130,351 | ) | - |  |

Balance at 31 December 2024 | 200 |  | (259,792 | ) | 1,679,980 |  |

Changes in equity

Dividends | - |  | (93,019 | ) | - |  |

Total comprehensive income | - |  | (1,786,258 | ) | - |  |

Balance at 31 December 2025 | 200 |  | (2,139,069 | ) | 1,679,980 |  |

| Revaluation |  | Non-controlling |  | Total

| reserve |  | Total |  | interests |  | equity

£ | £ | £ | £ |

Balance at 1 January 2024 | 18,905 |  | 1,662,663 |  | 886,587 |  | 2,549,250 |  |

Changes in equity

Dividends | - |  | (93,019 | ) | - |  | (93,019 | ) |

Total comprehensive income | - |  | (130,351 | ) | 122,112 |  | (8,239 | ) |

Acquisition of non-controlling interest | - |  | - |  | (543,490 | ) | (543,490 | ) |

Non-controlling interest on business combinations | - |  | - |  | 819,853 |  | 819,853 |  |

Balance at 31 December 2024 | 18,905 |  | 1,439,293 |  | 1,285,062 |  | 2,724,355 |  |

Changes in equity

Dividends | - |  | (93,019 | ) | - |  | (93,019 | ) |

Total comprehensive income | - |  | (1,786,258 | ) | 64,415 |  | (1,721,843 | ) |

Acquisition of non-controlling interest | - |  | - |  | (406,233 | ) | (406,233 | ) |

Non-controlling interest on business combinations | - |  | - |  | 102 |  | 102 |  |

Balance at 31 December 2025 | 18,905 |  | (439,984 | ) | 943,346 |  | 503,362 |  |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Balance at 1 January 2024 | 200 |  | (18,700 | ) | 1,679,980 |  | 1,661,480 |  |

Changes in equity

Total comprehensive income | - |  | (17,417 | ) | - |  | (17,417 | ) |

Balance at 31 December 2024 | 200 |  | (36,117 | ) | 1,679,980 |  | 1,644,063 |  |

Changes in equity

Total comprehensive income | - |  | (17,164 | ) | - |  | (17,164 | ) |

Balance at 31 December 2025 | 200 |  | (53,281 | ) | 1,679,980 |  | 1,626,899 |  |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 4,328,048 |  | 1,374,661 |  |

Interest paid | (1,748,107 | ) | (1,061,042 | ) |

Interest element of hire purchase payments paid | (173,566 | ) | (90,190 | ) |

Tax paid | (1,150,855 | ) | (1,086,611 | ) |

Net cash from operating activities | 1,255,520 |  | (863,182 | ) |

Cash flows from investing activities

Purchase of intangible fixed assets | (748,450 | ) | (3,631,506 | ) |

Purchase of tangible fixed assets | (275,123 | ) | (227,754 | ) |

Purchase of fixed asset investments | (1,260,686 | ) | 80 |  |

Sale of tangible fixed assets | 52,165 |  | 54,832 |  |

Sale of fixed asset investments | (100 | ) | - |  |

Interest received | 21,731 |  | 9,279 |  |

Net cash from investing activities | (2,210,463 | ) | (3,795,069 | ) |

Cash flows from financing activities

Capital repayments in year | (224,324 | ) | (2,725,145 | ) |

Amount introduced by directors | 4,157 |  | (1 | ) |

Amount withdrawn by directors | (92,535 | ) | (4,185 | ) |

Movement in group loans | (50,022 | ) | (361,439 | ) |

Cash acquired on takeover of businesses | - |  | 6,585,107 |  |

Dividends paid to minority interests | (93,019 | ) | (93,019 | ) |

Repayment of loan notes | (458,996 | ) | (486,667 | ) |

Net cash from financing activities | (914,739 | ) | 2,914,651 |  |

Decrease in cash and cash equivalents | (1,869,682 | ) | (1,743,600 | ) |

Cash and cash equivalents at beginning of year | 2 | (1,398,674 | ) | 344,926 |  |

Cash and cash equivalents at end of year | 2 | (3,268,356 | ) | (1,398,674 | ) |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 2025 |  | 2024

£ | £ |

| (Loss)/profit before taxation | (1,607,509 | ) | 356,357 |  |

| Depreciation charges | 2,955,221 |  | 2,166,655 |  |

| Loss on disposal of fixed assets | 38,593 |  | 16,627 |  |

| Finance costs | 1,921,673 |  | 1,151,232 |  |

| Finance income | (21,731 | ) | (9,279 | ) |

3,286,247 |  | 3,681,592 |  |

| (Increase)/decrease in stocks | (517,933 | ) | 1,526 |  |

| Increase in trade and other debtors | (626,607 | ) | (2,865,454 | ) |

| Increase in trade and other creditors | 2,186,341 |  | 556,997 |  |

| Cash generated from operations | 4,328,048 |  | 1,374,661 |  |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

| Year ended 31 December 2025

| 31/12/25 |  | 1/1/25

£ | £ |

| Cash and cash equivalents | 1,973,302 |  | 4,565,850 |  |

| Bank overdrafts | (5,241,658 | ) | (5,964,524 | ) |

(3,268,356 | ) | (1,398,674 | ) |

| Year ended 31 December 2024

| 31/12/24 |  | 1/1/24

£ | £ |

| Cash and cash equivalents | 4,565,850 |  | 1,129,511 |  |

| Bank overdrafts | (5,964,524 | ) | (784,585 | ) |

(1,398,674 | ) | 344,926 |  |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 1/1/25 | Cash flow | At 31/12/25

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | 4,565,850 |  | (2,592,548 | ) | 1,973,302 |  |

| Bank overdrafts | (5,964,524 | ) | 722,866 |  | (5,241,658 | ) |

(1,398,674 | ) | (1,869,682 | ) | (3,268,356 | ) |

| Debt

| Finance leases | (895,297 | ) | 132,010 |  | (763,287 | ) |

| Debts falling due within 1 year | (347,617 | ) | 5,148 |  | (342,469 | ) |

| Debts falling due after 1 year | (12,305,561 | ) | 87,165 |  | (12,218,396 | ) |

(13,548,475 | ) | 224,323 |  | (13,324,152 | ) |

| Total | (14,947,149 | ) | (1,645,359 | ) | (16,592,508 | ) |

4. | ACQUISITION OF BUSINESS

| During the year, the group did not acquire any new companies. In the prior year, the group acquired three new subsidiary companies. Assets and liabilities acquired in the companies were as follows:

|  | Cost |  | Depreciation and amortisation | 2025 |  | 2024 |

| £ | £ | £ |  | £ |  |

| Intangible fixed assets |  |  | - |  | - |

| Tangible fixed assets |  | 1,582,905 | 632,408 | - |  | 950,497 |

| Stock |  |  | - |  | - |

| Trade and other debtors |  |  | - |  | 3,928,267 |

| Cash at bank and in hand |  |  | - |  | 6,585,107 |

| Trade and other creditors |  |  | - |  | (2,569,213 | )

| Current taxation |  |  | - |  | (599,180 | )

| Hire purchase liabilities |  |  | - |  | - |

| Deferred taxation |  |  | - |  | (91,556 | )

| Minority interest in subsidiary |  |  | - |  | (819,813 | )

|  | - |  | 7,384,109 |

| Goodwill |  |  | - |  | 10,842,780 |

| Investment in subsidiaries |  |  | - |  | 18,226,889 |

| The acquisitions were financed by: |  |

| Issue of share capital |  | - |  | - |

| Issue of loan notes and deferred consideration |  | - |  | 5,292,924 |

| Bank loans |  | - |  | 1,1200,000 |

| Cash |  | - |  | 1,733,965 |

|  | - |  | 18,226,889 |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | STATUTORY INFORMATION

| Emerge Global Ltd 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 General 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.

| The financial statements are prepared in sterling, which is the functional currency of the company and the group. Monetary amounts in these financial statements are rounded to the nearest £.

| Basis of consolidation

| In the group financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

| The consolidated financial statements incorporate those of Emerge Group Ltd and all of its subsidiaries (entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Results are incorporated from the date that control passes.

| All financial statements are made up to 31 December and all accounting policies are consistent across the parent and its subsidiaries.

| All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

| The group profit and loss account includes the consolidated results for all subsidiaries detailed in note 13 for the year.

| Turnover

| Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volumed rebates.

| Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

| Goodwill

| Goodwill represents the excess of the cost of acquisition of a business over the fair value of the net assets acquired. It is initially recognised as an asset at cost. After initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite life and is amortised on a systematic basis over its expected life of 10 years which the directors believe is the period over which the acquisition will pay back the initial investment.

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Intangible assets

| Intangible assets acquired separately from a business are initially recognised at cost. Intangible assets acquired through business combinations are initially recognised at their fair value separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. After initial recognition, intangible fixed assets are measured at cost or fair value less accumulated amortisation and accumulated impairment losses.

| Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives as follows:

| Customer contracts |  | - |  | 4 years on cost |  |

| Computer software |  | - |  | 4 years on cost |  |

| Tangible fixed assets

| Tangible fixed assets are initially measured at cost. After initial recognition, tangible fixed assets are measured at cost less any accumulated depreciation and any accumulated impairment losses.

| 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.

| Short leasehold |  | - |  | 10% on cost or over the life of the lease if shorter |  |

| Plant and machinery |  | - |  | 25% on cost |  |

| Fixtures and fittings |  | - |  | 25% on cost |  |

| Motor vehicles |  | - |  | 27.5% on reducing balance |  |

| Computer equipment |  | - |  | 25% on cost |  |

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

| Investments in subsidiaries

| Investments in subsidiaries are initially recognised at cost and are subsequently recognised at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

| Financial instruments

| Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

| Financial assets and liabilities are offset, with the net amounts being 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

| Trade and other debtors, including accrued income, which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price and are subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses.

| Basic financial liabilities

| Basic financial liabilities, including trade and other creditors, are initially measured at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost using the effective interest rate method.

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| 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.

| 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.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

| 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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| 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 services of the employee 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.

3. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 10,342,352 |  | 7,335,524 |  |

| Social security costs | 1,086,324 |  | 723,270 |  |

| Other pension costs | 183,562 |  | 262,241 |  |

11,612,238 |  | 8,321,035 |  |

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

| 2025 |  | 2024

| Employees and directors | 253 |  | 194 |  |

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | - |  | - |  |

4. | OPERATING PROFIT

| The operating profit is stated after charging/(crediting):

| 2025 |  | 2024

£ | £ |

| Hire of plant and machinery | 933,812 |  | 454,767 |  |

| Other operating leases | 2,220,208 |  | 1,188,822 |  |

| Depreciation - owned assets | 665,792 |  | 576,370 |  |

| Depreciation - assets on hire purchase contracts | 297,349 |  | 324,045 |  |

| Loss on disposal of fixed assets | 38,593 |  | 16,627 |  |

| Goodwill amortisation | 1,984,431 |  | 1,258,591 |  |

| Customer contracts amortisation | 5,000 |  | 5,000 |  |

| Computer software amortisation | 2,648 |  | 2,649 |  |

| Auditors' remuneration | 76,892 |  | 89,828 |  |

| Auditors' remuneration for non audit work | 38,486 |  | 39,500 |  |

| Foreign exchange differences | 37,427 |  | (92,131 | ) |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

4. | OPERATING PROFIT - continued

| OPERATING PROFIT AND EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORISATION ('EBITDA') |  |  |

| The directors' assess the performance of the group with an EBITDA calculation illustrated below:

| (Amounts in round thousands)

|  | 2025 |  |  | 2024 |  |

|  | £ |  |  | £ |  |

| Consolidated Operating Profit |  | 314 |  |  | 1,507 |  |

| Add back amortisation |  | 1,984 |  |  | 1,259 |  |

| Add back depreciation |  | 963 |  |  | 900 |  |

| Add back one off costs and exceptional items, in respect of company acquisitions |  | 1,937 |  |  | 728 |  |

| Consolidated EBITDA before exceptional items |  | 5,198 |  |  | 4,394 |  |

5. | EXCEPTIONAL ITEMS

|  | 2025 |  |  | 2024 |

|  | £ |  |  | £ |

| In arriving at administration costs for the year the group has incurred one off restructuring costs totalling |  | 1,937,006 |  |  | 727,764 |

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Bank interest | - |  | 38,643 |  |

| Bank loan interest | 1,747,676 |  | 1,019,354 |  |

| Interest on taxation | 752 |  | - |  |

| Corporation Tax interest | (321 | ) | 3,045 |  |

| Hire purchase interest | 173,566 |  | 90,190 |  |

1,921,673 |  | 1,151,232 |  |

7. | TAXATION

| Analysis of the tax charge

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

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | 330,642 |  | 535,329 |  |

| Prior year tax adjustment | (4,353 | ) | (21,720 | ) |

| Total current tax | 326,289 |  | 513,609 |  |

| Deferred tax | (211,954 | ) | (149,013 | ) |

| Tax on (loss)/profit | 114,335 |  | 364,596 |  |

| UK corporation tax has been charged at 25 % (2024 - 25 %).

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

7. | TAXATION - continued

| 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

£ | £ |

| (Loss)/profit before tax | (1,607,509 | ) | 356,357 |  |

| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | (401,877 | ) | 89,089 |  |

| Effects of:

| Expenses not deductible for tax purposes | 20,089 |  | 13,868 |  |

| Depreciation in excess of capital allowances | 661,602 |  | 318,624 |  |

| Utilisation of tax losses | (211,954 | ) | (40,903 | ) |

| Adjustments to tax charge in respect of previous periods | - |  | (20,436 | ) |

| Deferred tax assets | 46,475 |  | 4,354 |  |

| Total tax charge | 114,335 |  | 364,596 |  |

8. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

9. | DIVIDENDS

| Dividends paid represent interim dividends paid by subsidiary companies to non-controlling interests in those companies.

10. | INTANGIBLE FIXED ASSETS

| Group

| Customer |  | Computer |

| Goodwill |  | contracts |  | software |  | Totals

£ | £ | £ | £ |

| COST

| At 1 January 2025 | 18,791,527 |  | 20,000 |  | 10,593 |  | 18,822,120 |  |

| Additions | 671,393 |  | - |  | 77,057 |  | 748,450 |  |

| At 31 December 2025 | 19,462,920 |  | 20,000 |  | 87,650 |  | 19,570,570 |  |

| AMORTISATION

| At 1 January 2025 | 2,096,068 |  | 7,083 |  | 6,621 |  | 2,109,772 |  |

| Amortisation for year | 1,984,431 |  | 5,000 |  | 2,648 |  | 1,992,079 |  |

| At 31 December 2025 | 4,080,499 |  | 12,083 |  | 9,269 |  | 4,101,851 |  |

| NET BOOK VALUE

| At 31 December 2025 | 15,382,421 |  | 7,917 |  | 78,381 |  | 15,468,719 |  |

| At 31 December 2024 | 16,695,459 |  | 12,917 |  | 3,972 |  | 16,712,348 |  |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

11. | TANGIBLE FIXED ASSETS

| Group

| Improvements |

| Short |  | to |  | Plant and

| leasehold |  | property |  | machinery

£ | £ | £ |

| COST

| At 1 January 2025 | 353,663 |  | 762,361 |  | 1,524,032 |  |

| Additions | - |  | - |  | 64,959 |  |

| Disposals | - |  | - |  | (27,346 | ) |

| Prior period adjustment | - |  | - |  | 1,870 |  |

| At 31 December 2025 | 353,663 |  | 762,361 |  | 1,563,515 |  |

| DEPRECIATION

| At 1 January 2025 | 344,926 |  | 188,374 |  | 828,916 |  |

| Charge for year | 2,128 |  | 76,236 |  | 306,386 |  |

| Eliminated on disposal | - |  | - |  | (15,208 | ) |

| Prior period adjustment | - |  | - |  | 1,870 |  |

| At 31 December 2025 | 347,054 |  | 264,610 |  | 1,121,964 |  |

| NET BOOK VALUE

| At 31 December 2025 | 6,609 |  | 497,751 |  | 441,551 |  |

| At 31 December 2024 | 8,737 |  | 573,987 |  | 695,116 |  |

| Fixtures |

| and |  | Motor |  | Computer |

| fittings |  | vehicles |  | equipment |  | Totals

£ | £ | £ | £ |

| COST

| At 1 January 2025 | 728,447 |  | 3,319,736 |  | 510,781 |  | 7,199,020 |  |

| Additions | 82,796 |  | 45,126 |  | 82,242 |  | 275,123 |  |

| Disposals | - |  | (315,465 | ) | - |  | (342,811 | ) |

| Prior period adjustment | - |  | - |  | - |  | 1,870 |  |

| At 31 December 2025 | 811,243 |  | 3,049,397 |  | 593,023 |  | 7,133,202 |  |

| DEPRECIATION

| At 1 January 2025 | 439,457 |  | 2,190,081 |  | 359,227 |  | 4,350,981 |  |

| Charge for year | 141,826 |  | 341,664 |  | 94,901 |  | 963,141 |  |

| Eliminated on disposal | - |  | (236,945 | ) | - |  | (252,153 | ) |

| Prior period adjustment | - |  | - |  | - |  | 1,870 |  |

| At 31 December 2025 | 581,283 |  | 2,294,800 |  | 454,128 |  | 5,063,839 |  |

| NET BOOK VALUE

| At 31 December 2025 | 229,960 |  | 754,597 |  | 138,895 |  | 2,069,363 |  |

| At 31 December 2024 | 288,990 |  | 1,129,655 |  | 151,554 |  | 2,848,039 |  |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

11. | TANGIBLE FIXED ASSETS - continued

| Group

| Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

| Fixtures |

| Plant and |  | and |  | Motor |

| machinery |  | fittings |  | vehicles |  | Totals

£ | £ | £ | £ |

| COST

| At 1 January 2025

| and 31 December 2025 | 943,198 |  | 75,170 |  | 215,255 |  | 1,233,623 |  |

| DEPRECIATION

| At 1 January 2025 | 402,182 |  | 31,982 |  | 59,774 |  | 493,938 |  |

| Charge for year | 235,799 |  | 18,793 |  | 42,757 |  | 297,349 |  |

| At 31 December 2025 | 637,981 |  | 50,775 |  | 102,531 |  | 791,287 |  |

| NET BOOK VALUE

| At 31 December 2025 | 305,217 |  | 24,395 |  | 112,724 |  | 442,336 |  |

| At 31 December 2024 | 541,016 |  | 43,188 |  | 155,481 |  | 739,685 |  |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

12. | FIXED ASSET INVESTMENTS

| Emerge Global Ltd holds 100% of the issued share capital in Emerge Ecommerce Limited.

| Emerge Ecommerce Limited holds a controlling interest in:

| Thaw Logistics Ltd |  | - |  | 100% |  |

| Berser International Cargo Services Limited |  | - |  | 100% |  |

| Seaspace International Forwarders Limited |  | - |  | 100% |  |

| Easycorp UK Ltd |  | - |  | 100% |  |

| Speed Welshpool Ltd |  | - |  | 100% |  |

| Britam Shipping Limited |  | - |  | 75% |  |

| AMG Fulfilment Logistics Limited |  | - |  | 100% |  |

| Emerge (Hong Kong) Limited |  | - |  | 80% |  |

| Emerge Turkey Lojistik Hizmetleri Limited Sirketi |  | - |  | 100% |  |

| Vault Brand Management Limited |  | - |  | 100% |  |

| Vault Brand Management Limited holds a controlling interest in:

| Vault Hustle Limited |  | - |  | 60% |  |

| Unseen Footwear Limited |  | - |  | 75% |  |

| Vault 1502 Limited |  | - |  | 100% |  |

| Voice of Defiance Limited |  | - |  | 100% |  |

| Vingt Quatre Emerge Limited |  | - |  | 100% |  |

| Seaspace International Forwarders Limited holds a controlling interest in:

| Emerge (Leeds) Limited |  | - |  | 100% |  |

| Emerge (Midlands) Limited |  | - |  | 80% |  |

| Emerge (Manchester) Limited |  | - |  | 80% |  |

| Seaspace International Packers Limited |  | - |  | 100% |  |

| AMG Fulfilment Logistics Limited holds a controlling interest in:

| AMG Forwarding Limited |  | - |  | 100% |  |

| Seaspace International Packers Limited, Emerge (Hong Kong) Limited, Emerge Turkey Lojistik Hizmetleri Limited Sirketi and have been excluded from the consolidation due to the insignificant size of their activities in accordance with section 405(2) of the Companies Act 2006.

| Seaspace International Packers Limited was liquidated and removed from the Register of Companies on 13 February 2025.

| AUDIT EXEMPTION

| The subsidiary undertakings consolidated at 31 December 2025, who claimed exemption from audit under section 479A Companies Act 2006, were as follows:

| Principal subsidiary undertakings |  | Principal activities |  | Company number |  | Country of incorporation |  | Class of share |  |

| Easycorp UK Limited |  | Logistics |  | 06236972 |  | UK |  | Ordinary |  |

| Thaw Logistics Ltd |  | Logistics |  | 11533556 |  | UK |  | Ordinary |  |

| Emerge (Leeds) Limited |  | Logistics |  | 15256149 |  | UK |  | Ordinary |  |

| Emerge (Midlands) Limited |  | Logistics |  | 15256136 |  | UK |  | Ordinary |  |

| Emerge (Manchester) Limited |  | Logistics |  | 15880040 |  | UK |  | Ordinary |  |

| Vault Brand Management Limited |  | Logistics |  | 15957699 |  | UK |  | Ordinary |  |

| Vingt Quatre Emerge Limited |  | Logistics |  | 16267785 |  | UK |  | Ordinary |  |

| Voice of Defiance Limited |  | Logistics |  | 16267671 |  | UK |  | Ordinary |  |

| Unseen Footwear Limited |  | Logistics |  | 16514728 |  | UK |  | Ordinary |  |

| Vault Hustle Limited |  | Logistics |  | 16522591 |  | UK |  | Ordinary |  |

| Vault 1502 Limited |  | Logistics |  | 16494560 |  | UK |  | Ordinary |  |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

13. | STOCKS

| Group |

2025 | 2024 |

£ | £ |

| Stocks | 517,933 |  | - |  |

14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade debtors | 9,114,760 |  | 9,068,757 |  | - |  | - |  |

| Amounts owed by group undertakings | 430,954 |  | 380,932 |  | 1,637,957 |  | 1,652,325 |  |

| Other debtors | 664,389 |  | 851,976 |  | - |  | - |  |

| Directors' loan accounts | 100,812 |  | 4,365 |  | 180 |  | 180 |  |

| Tax | 730,594 |  | - |  | - |  | - |  |

| Prepayments and accrued income | 1,810,685 |  | 1,042,494 |  | - |  | - |  |

12,852,194 |  | 11,348,524 |  | 1,638,137 |  | 1,652,505 |  |

15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Bank loans and overdrafts (see note 17) | 5,584,127 |  | 6,312,141 |  | - |  | - |  |

| Hire purchase contracts (see note 18) | 279,668 |  | 244,955 |  | - |  | - |  |

| Trade creditors | 6,695,742 |  | 4,298,306 |  | 1,706 |  | - |  |

| Amounts owed to group undertakings | - |  | - |  | 4,433 |  | 4,433 |  |

| Tax | 242,187 |  | 328,114 |  | - |  | - |  |

| Social security and other taxes | 366,742 |  | 304,771 |  | - |  | - |  |

| Other creditors | 2,012,076 |  | 1,845,421 |  | - |  | - |  |

| Wages control account | (15,500 | ) | - |  | - |  | - |  |

| Accruals | 1,654,118 |  | 1,825,109 |  | 5,100 |  | 4,010 |  |

16,819,160 |  | 15,158,817 |  | 11,239 |  | 8,443 |  |

16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |

2025 | 2024 |

£ | £ |

| Bank loans (see note 17) | 11,788,396 |  | 11,875,561 |  |

| Other loans (see note 17) | 430,000 |  | 430,000 |  |

| Hire purchase contracts (see note 18) | 483,619 |  | 650,342 |  |

| Other creditors | 2,516,153 |  | 4,082,911 |  |

15,218,168 |  | 17,038,814 |  |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

17. | LOANS

| An analysis of the maturity of loans is given below:

| Group |

2025 | 2024 |

£ | £ |

| Amounts falling due within one year or on | demand: |

| Bank overdrafts | 5,241,658 |  | 5,964,524 |  |

| Bank loans | 342,469 |  | 347,617 |  |

5,584,127 |  | 6,312,141 |  |

| Amounts falling due between one and two | years: |

| Bank loans | 291,667 |  | 342,228 |  |

| Other loans | 430,000 |  | 430,000 |  |

721,667 |  | 772,228 |  |

| Amounts falling due between two and five | years: |

| Bank loans | 11,496,729 |  | 11,533,333 |  |

18. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Hire purchase |

| contracts |

2025 | 2024 |

£ | £ |

| Gross obligations repayable:

| Within one year | 338,320 |  | 320,250 |  |

| Between one and five years | 524,331 |  | 823,934 |  |

862,651 |  | 1,144,184 |  |

| Finance charges repayable:

| Within one year | 58,652 |  | 75,295 |  |

| Between one and five years | 40,712 |  | 173,592 |  |

99,364 |  | 248,887 |  |

| Net obligations repayable:

| Within one year | 279,668 |  | 244,955 |  |

| Between one and five years | 483,619 |  | 650,342 |  |

763,287 |  | 895,297 |  |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

18. | LEASING AGREEMENTS - continued

| Group

| Non-cancellable |

| operating leases |

2025 | 2024 |

£ | £ |

| Within one year | 684,723 |  | 775,106 |  |

| Between one and five years | 669,680 |  | 1,408,471 |  |

| In more than five years | - |  | 4,732 |  |

1,354,403 |  | 2,188,309 |  |

19. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |

2025 | 2024 |

£ | £ |

| Bank overdrafts | 5,241,658 |  | 5,964,524 |  |

| Bank loans | 12,130,865 |  | 12,223,178 |  |

| Hire purchase contracts | 763,287 |  | 895,297 |  |

18,135,810 |  | 19,082,999 |  |

| Bank loans and overdrafts are secured on fixed and floating charges over all property or undertaking of the company and the group.

| Hire purchase liabilities are secured on the assets acquired thereunder.

20. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

£ | £ |

| Deferred tax | 340,901 |  | 552,855 |  |

| Group

| Deferred |

| tax |

£ |

| Balance at 1 January 2025 | 552,855 |  |

| Provided during year | (211,954 | ) |

| Balance at 31 December 2025 | 340,901 |  |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

21. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 2,000,000 | Ordinary | 0.01p | 200 |  | 200 |  |

22. | RESERVES

| Group

| Retained |  | Share |  | Revaluation |

| earnings |  | premium |  | reserve |  | Totals

£ | £ | £ | £ |

| At 1 January 2025 | (259,792 | ) | 1,679,980 |  | 18,905 |  | 1,439,093 |  |

| Deficit for the year | (1,786,258 | ) | (1,786,258 | ) |

| Dividends | (93,019 | ) | (93,019 | ) |

| At 31 December 2025 | (2,139,069 | ) | 1,679,980 |  | 18,905 |  | (440,184 | ) |

| Company

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| At 1 January 2025 | (36,117 | ) | 1,679,980 |  | 1,643,863 |  |

| Deficit for the year | (17,164 | ) | (17,164 | ) |

| At 31 December 2025 | (53,281 | ) | 1,679,980 |  | 1,626,699 |  |

23. | NON-CONTROLLING INTERESTS

| The company holds 80% of the issued share capital of Emerge (Midands) Limited and 80% of the issued share capital of Emerge (Manchester) Limited. The remaining shares in each company are owned by outside shareholders. The outside shareholdings are disclosed as non-controlling interests.

| Movements on non-controlling interests are detailed in the consolidated statement of changes in equity.

24. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| The following advances and credits to directors subsisted during the years ended 31 December 2025 and 31 December 2024:

2025 | 2024 |

£ | £ |

| M S Bigley

| Balance outstanding at start of year | 4,227 |  | 90 |  |

| Amounts advanced | 25,962 |  | 4,137 |  |

| Amounts repaid | - |  | - |  |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of year | 30,189 |  | 4,227 |  |

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

24. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES - continued

| R G Harris

| Balance outstanding at start of year | 138 |  | 90 |  |

| Amounts advanced | 30,000 |  | 48 |  |

| Amounts repaid | - |  | - |  |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of year | 30,138 |  | 138 |  |