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

The company continues to operate in the United Kingdom with an expanding overseas presence. The Company’s principal activity is the manufacture and sale of fire, thermal and acoustic insulation solutions, including the provision of technical services and site support services.

Key performance indicators (percentages shown are based on £’000 values from the financial statements)

*Operating profit before deducting depreciation, amortisation and exceptional items

Turnover declined 4.2% to £45.7m.

UK turnover declined 5.4% to £38.6m but Export grew 2.9% to £7.1m with sales to Europe and MEIAP growing. The decline in the UK is entirely due to the construction industry slow down on obtaining approval, through the BSR, of new buildings and remediation projects over 11 metres which has caused project delays across the industry. The Company’s pipeline of visible projects remains very strong.

Gross profit declined by 8.4% to £27.1m while gross margin dropped by 2.8 percentage points to 59.3%, partly due to geographical and product mix, but mainly due to the reduction in UK revenue and operating overheads being maintained for future growth anticipating the strong pipeline to return when the BSR release approvals.

Following on from previous years, the Company continued to invest in sales, marketing and technical resource to ensure continuation of the Company's market leading technical services proposition and to develop international sales. Distribution costs and administrative expenses grew by £2.9m to £15.3m. EBITDA* fell 19.2% to £15.2m due to the level of investment made, although this included £0.3m of bad debt and £0.2m of foreign exchange.

The Group and Company continue to recognise the importance of long-term investment to support future growth and drive the business forward as it seeks to become the global leader in passive fire solutions for all building types.

Continued investment in its head office site in Maesteg, South Wales, and in particular its manufacturing capability and competence, alongside investment in digital, research and development and testing, investing a further £0.9m in capital expenditure.

Under section 172(1) of the Companies Act 2006, each director of a company has a duty to promote the success of the company, acting in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and, in doing so, have regard, amongst other things, to the following:

• the likely consequences of any decision in the long term;

• the interests of the company’s employees;

• the need to foster the company’s business relationships with suppliers, customers and others;

• the impact of the company’s operations on the community and the environment;

• the desirability of the company maintaining a reputation for high standards of business conduct; and

• the need to act fairly as between members of the company.

The Board’s decisions are measured against its strategy, underpinned by its long-term business plan. Each decision takes into account, as appropriate, the impact on the Company's short-, medium- and long-term goals and on its wider stakeholder community. The Board, and its wider leadership team, understand the importance of engaging with all stakeholders and regularly discuss issues concerning its employees, suppliers, customers, community and the environment, and factors in the interests of these Company’s when making decisions.

The interests of the Company's employees

The Company recognises the key role its employees have in building a successful organisation. Siderise Insulation Limited achieved various awards and recognition in 2025 for its people-centric culture including being recognised as one of the ‘Best Places to Work’ in the prestigious Sunday Times listing in both 2024 and 2025, as well as being included in the inaugural Building Magazine Good Employer guide in 2025. Each Executive is responsible for one or more departments in the organisation and therefore, directly or indirectly, every employee’s interests are considered during discussions.

The Company’s average number of employees fell to 138 in 2025 (2024: 143). The need to recruit, develop and retain the best talent is key to the Company's success. The Board continues to focus on recruitment and retention, and will continue to do so. Developing and upskilling remain fundamental to the employee proposition, underpinned by a bespoke Skills, Knowledge, Experience and Behaviours (“SKEB”) matrix for each employee, providing focus on current and desired levels of performance, with training provided to address identified areas for growth. In 2025, Siderise invested in a new Learning Management System (LMS) which has allowed the business to improve its performance management and learning processes, demonstrating our continued commitment to staff development, globally.

“Safety matters” is a key value of the business, and, while this extends across the spectrum of stakeholders, it starts with the Company's employees. Delivery of the Company's mission will make the world a safer place. By extension, safety should be intrinsic to everything the Company does. The Company aims to foster a culture of safety, a culture that is expansive and transferrable, so that people take it with them wherever they go.

Fostering the Company's business relationships with suppliers

The Board recognises that the quality, reliability and integrity of the goods and services it procures are fundamental to delivering high-quality products and sustainable outcomes for our customers and wider stakeholders. The Company’s values, in particular Integrity in all we do, underpin its approach to building transparent, ethical and mutually beneficial relationships with suppliers.

The Board maintains oversight of key strategic supplier relationships, with material contracts and associated risks regularly reviewed at Board level under its delegated authority’s framework. Responsibility for the management of broader supplier relationships is appropriately delegated across the organisation, enabling timely and effective engagement, while maintaining clear accountability through Executive oversight.

The Company continues to strengthen its supply chain capability and governance. The appointment of a Head of Supply Chain in 2025 has enhanced central coordination, supplier risk management and the development of more consistent procurement practices across the business. This includes a greater focus on supplier performance, resilience and alignment with the Company’s standards on quality, ethics and sustainability.

Fostering the Company's business relationships with customers

“Customer First” lies at the heart of the Company’s values. The Group’s customers are the ultimate priority, and the quality of their experience when engaging with Siderise, at any point and with any product or service is central to building long term, trusted relationships. The Group’s Commercial function, led by the Chief Commercial Officer, ensures that customer insight informs decision making, with the Board placing significant emphasis on customer experience indicators, including Net Promoter Score (NPS), and the frequency and nature of customer complaints. In 2025, the business achieved an average NPS score of 57, increasing to 72 in the fourth quarter.

Impact on community and the environment

Under the leadership of the Environmental, Social and Governance (ESG) Manager, the impact the business has, and will have on its community and environment is appropriately monitored and managed. The Board has agreed specific science-based targets for the coming years across the spectrum of ESG.

The desirability of the Company maintaining a reputation for high standards of business conduct and the need to act fairly as between members of the Company

The business has a strong and growing reputation, evidenced by positive customer feedback, and high standards of business conduct evidenced by its value of “Integrity in all we do”. Balancing the interests of all stakeholders is not always simple, but the need to act fairly and take those, sometimes competing, interests into account, is the foundation upon which Siderise operates.

Energy use and emissions

Consumption and emissions disclosure

The table below shows the Company’s energy consumption for the year with comparatives:

The energy intensity per kg of product produced (excluding overseas energy consumption and including company vehicle fleet), expressed in kWh/kg decreased by 11% in 2025 to 0.13 from 0.15 in 2024. This reduction reflects the impact of energy efficiency initiatives, the electrification of the company vehicle fleet, milder weather conditions in 2025 compared to 2024, and the completion of a one-off project in January 2024 that required additional heating for floor curing. 

The associated emissions are shown in Table 2: SIL: GHG Emissions below:  

Methodologies used to calculate the amounts disclosed

For scope 1 and scope 2 emissions, our energy consumption data was obtained from invoices, while emission factors were sourced from the UK Government's Greenhouse Gas Reporting: Conversion Factors 2024 and 2025 publications. Overseas energy consumption and emissions include our office and the manufacturing site in the UAE. We used the most recent and reliable publicly available sources for the UAE's electricity emission factors. The calculation includes emissions of carbon dioxide (CO2), methane (CH4), and nitrous oxide (N2O). Our emissions consolidation approach follows the operational control method. 

Improvements in energy consumption and efficiency

In 2025, we undertook a range of site-specific energy efficiency initiatives across our manufacturing operations to support our ambition of achieving a 20% reduction in energy intensity by 2030.

As our manufacturing site in Dubai was newly established during the reporting period, the focus in 2025 was on commissioning operations and embedding site systems and processes. As a result, no dedicated energy efficiency projects were undertaken at this site during the year.

At Siderise Insulation Limited (SIL), improvements focused on reducing energy losses, optimising operational controls, and enhancing building performance. A full compressed air leak survey was completed, delivering estimated annual savings of 15,535 kWh. Data loggers were installed on the largest Significant Energy User (SEU) in Q4 2025 to enable more detailed energy analysis, with further optimisation measures and site-wide expansion planned for 2026.

Inefficient and legacy equipment was removed, including a 4 kW vacuum pump (previously operating approximately 10 hours per day) and two 3 kW macerator motors. Operational controls were strengthened through improved management of heating systems, including team briefings on correct use of time controls, standardisation of temperature setpoints, and locking of thermostats. Nominal operating hours were reduced from 16 to 10 hours per day. Local Exhaust Ventilation (LEV) fan speeds were reduced from 50 Hz to 45 Hz to better align with demand.

Building energy performance was further enhanced through refinements to extraction, heating, and compressed air control systems, alongside the use of fast-action doors to minimise heat loss.

We also progressed the electrification of our site transport fleet. At the end of 2025, six forklifts were electric and one remained propane-powered. The remaining unit is planned to be phased out in 2026, completing the transition to an electric fleet for onsite operations. We also further electrified our company car fleet in 2025, which reduced petrol and diesel consumption.

We also continued to develop our onsite renewable energy capacity. Following the installation of a small solar PV array at the Siderise Innovation Centre in 2024 (generating approximately 2,087 kWh per year, equivalent to 0.4 tCO₂e), a significant milestone was achieved in September 2025 with the approval of a 249 kWp solar PV system at SIL. Scheduled to be operational by the end of Q1 2026, the system is expected to generate approximately 209.44 MWh annually and deliver an estimated lifetime reduction of 1,312 tCO₂e. These developments support our ambition to meet 20% of our energy demand through onsite renewable generation by 2030.

In parallel, we continued to assess the feasibility of heat pump technologies across our sites. As part of this transition, we plan to phase out heating oil (kerosene) from Building 2 and fully electrify the heating system by Q3 2026. We continue to procure 100% renewable electricity.

In 2025, we made significant progress towards ISO 50001:2018 Energy Management System (EnMS) certification. We successfully completed the Stage 1 audit, confirming that our EnMS is effectively established and ready for certification. The Stage 2 audit is scheduled for February 2026, with the objective of achieving certification by the end of Q1 2026. This will further strengthen our approach to managing and reducing energy consumption across the organisation.

Improvements in GHG emissions

Total Scope 1 emissions decreased significantly from 170.56 tCO₂e in 2024 to 112.91 tCO₂e in 2025 (-34%), primarily driven by reductions in heating oil and natural gas consumption, alongside lower emissions from company vehicles and forklifts, reflecting improved operational efficiency and partial fleet electrification. LPG emissions increased due to higher test centre activity. Scope 2 (location-based) emissions decreased from 243.12 tCO₂e to 222.27 tCO₂e (-9%), primarily reflecting a reduction in UK grid emission factors, partially offset by increased overseas electricity consumption following the commencement of manufacturing operations. Market-based Scope 2 emissions increased marginally from 25.81 tCO₂e to 31.03 tCO₂e, driven by increased public charging of electric vehicles. Overall, the data demonstrates strong progress in reducing direct emissions. Our target is to achieve net zero emissions across Scope 1 and Scope 2 by the end of 2030, using 2024 as the baseline year.

Prior period energy use and emissions adjustment

During 2025, a review of the 2024 base year data identified opportunities to improve the accuracy and consistency of energy and emissions calculations. As a result, selected 2024 figures have been restated to reflect updated methodologies and corrected data inputs.

Revisions included the correction of a data entry issue relating to natural gas consumption at the company, which impacted the associated GHG emissions. In addition, the methodology for estimating heating oil and propane consumption at the company was refined. Previously based on cost-derived estimates due to limited invoice detail, this has been updated to a stock-based approach using opening and closing fuel levels, resulting in improved accuracy of reported consumption and emissions.

Furthermore, in line with the operational control approach adopted by the Group, electricity consumption from overseas locations where the Group does not have operational control (including Singapore and India) has been reclassified from Scope 2 to Scope 3 emissions. This has resulted in a decrease in reported overseas Scope 2 electricity consumption and associated emissions.

Future Developments

The Group is the UK, Ireland and UAE market leader in passive fire solutions for high rise buildings and has strong prospects for future growth as it focuses on its strategy to become the global leader in passive fire solutions for the building envelope on all building types. The business continues to develop new products and expand into new territories to enable it to address wider applications and markets, recently launching a new offering for Industrial portal-frame buildings as well as solutions for pre-cast concrete applications.

The Group has offices in Dubai, Singapore, India and North America, in addition to its manufacturing facilities, innovation centre and offices in the UK, with manufacturing now established in Dubai also. We continue to focus on developing our international footprint, building out in North America from early wins in New York, and across Asia with specific focus on countries that are undertaking significant vertical urbanism. We have further boosted our presence in Australia and New Zealand with our own team now on the ground there. The business will continue to make appropriate capital and overhead investments to continue its strong record of growth.

The directors believe these investments will deliver substantial returns in the coming years.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The principal activity of the company continued to be that of the buying, selling and manufacture of insulating materials.

The results for the year are set out on page 14.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.

The Company has included this disclosure within the Strategic Report.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual report 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• 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.

We have audited the financial statements of Siderise Insulation Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 profit 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors' responsibilities statement, 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 is 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.

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 an auditor's report 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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, 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.

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

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

• 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 than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 an auditor's report 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.

Siderise Insulation Limited is a private company limited by shares incorporated in England and Wales. The registered office is Siderise Forge Industrial Estate, Nantyfyllon, Maesteg, Mid Glamorgan, United Kingdom, CF34 0AH.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Obice Topco Limited. These consolidated financial statements are available from its registered office, Nantyfyllon, Maesteg, CF34 0AH.

The financial statements have been prepared on a going concern basis which assumes the company will continue in operational existence for the foreseeable future. In making their assessment the directors have reviewed the balance sheet, the likely future cash flows of the business and have considered facilities that are in place at the date of signing the report. true

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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 volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised 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 fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Intangible assets comprise technical development costs. Such assets are defined as having finite useful lives and the costs are amortised on a straight line basis over their estimated useful lives of 4-5 years. Intangible assets are stated at cost less amortisation and are reviewed for impairment whenever there is an indication that the carrying value may be impaired.

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

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured 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.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where considered applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised 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. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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 employee’s services 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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Intercompany debtors are held at fair value. The balances are considered fully repayable as a result of full support from group.

During the year, the company recognised management charges of £3,690,000 (2024: £nil) relating to previous accounting periods and were identified and agreed during the current year”.

The exceptional costs in the prior year comprise:

• c.£1.25m in relation to exit preparation in readiness for the next stage in the life cycle of a private equity owned business;

• £763k in relation to asset and stock impairment, see note 12.

There are no such costs for the financial year ending 31 December 2025.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2025 are as follows:

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax liability set out above is expected to reverse within 12 months and relates primarily to accelerated capital allowances that are expected to mature within the same period.

Deferred tax has been recognised at a rate of 25%.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

A fixed and floating charge was created on 25 June 2019 in favour of HSBC UK Bank Plc over all the property and undertakings of the company and its subsidiaries, as listed per note 16. This remains in place at 31 December 2025.

A fixed and floating charge was created on 13 May 2025 in favour of HSBC UK Bank Plc over all the property and undertakings of the company and its subsidiaries, as listed per note 16. This remains in place at 31 December 2025.

During the year, £74,880 (2024: £74,880) for rental property was recharged via group entities.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Amounts contracted for but not provided in the financial statements:

The company has taken the exemption under FRS102 not to disclose transactions with related parties that are within the Obice Topco group.

Dividends totalling £0 (2024 - £0) were paid in the year in respect of shares held by the company's directors.

The ultimate parent company at the year end was Obice Topco Limited.

The ultimate controlling party of the group is Cooperatieve H2 Equity Partners Fund V U.A. on the basis of its majority shareholding of Obice Topco Limited.