REGISTERED NUMBER: SC830132 (Scotland)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2025

for

Dustacco Group Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Statement of Comprehensive Income

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Consolidated Cash Flow Statement

12

Notes to the Consolidated Cash Flow Statement

13

Notes to the Consolidated Financial Statements

15

DIRECTORS:

Miss A M Somerville

Miss L H Somerville

H H Liddle

M P Clark

REGISTERED OFFICE:

78-86 Brown Street

Newmilns

Ayrshire

KA16 9AG

REGISTERED NUMBER:

SC830132 (Scotland)

AUDITORS:

McLay McAlister & McGibbon LLP

Chartered Accountants and Statutory Auditors

145 St Vincent Street

Glasgow

G2 5JF

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

There were no significant changes in the nature of the Group's business during the year. The Directors were pleased to complete the group restructure exercise resulting in all of the group activities being brought together under the one holding company.

BUSINESS REVIEW AND PERFORMANCE

The results for the year are set out in the Statement of Comprehensive Income Turnover for the year amounted to £10,597,096 (2024: £8,757,095) and the Group reported a profit before tax of £119,149 (2024: £460,168).

The Directors are pleased with the 21% increase in turnover and whilst the profit before tax has not shown the same level of growth, the Directors are confident that the additional costs incurred in the year, particularly around staffing, will stand the Group in good stead for the coming years. The business continues to maintain a strong focus on delivering high-quality products and services to its clients while managing costs and resources effectively whilst at the same time maintaining a high degree of agility to optimise resource utilisation. This safeguards our ability to achieve our purpose - to provide secure, sustainable and fulfilling employment - now and in the future.

PRINCIPAL RISKS AND UNCERTAINTIES

The Directors have considered the principal risks and uncertainties facing the Group. These include general economic conditions, market competition, fluctuations in client spend profile, and the recruitment and retention of a skilled workforce. Risks are monitored and control measures in place to mitigate their potential impact on the business.

COMPETITION

The Group operates within a fragmented sector and continues to face competition from many areas, both from within Scotland and beyond.

FUTURE DEVELOPMENTS

The Group will continue its current activities and remain focused on sustainable, profitable growth. Investment will continue to be made in our people, buildings, plant and equipment to support operational demands and to achieve our long-term goal.

MONITORING FINANCIAL PERFORMANCE

The financial performance of the Group is closely monitored and reviewed. Indicators include turnover (actual to budget) and profitability on a company-wide and project level, overhead actual to budget, cash flow and working capital.

WORKFORCE

The Group recognises that our workforce is key to its success. The Directors strive to maintain and further develop the people-centred culture which is fundamental to the business identity.

SECTION 172(1) STATEMENT

The Directors consider that they have acted in good faith to promote the success of the Group for the benefit of its members as a whole, having regard to the stakeholders and matters set out in Section 172(1)(a-f) of the Companies Act 2006. In doing so, the Board has placed a particular focus on the needs of our workforce, ensuring their health, safety, and development are central to our long-term goals. We remain committed to fostering an inclusive, supportive environment through regular employee engagement, fair reward and open channels for workforce feedback.

ON BEHALF OF THE BOARD:

Miss A M Somerville - Director

18 August 2026

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 activities of the Group during the year continued to be design, manufacture and installation of piping and mechanical fabrications, cooling towers and associated support steelwork, metalwork and ancillaries.

DIVIDENDS

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

DIRECTORS

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

Miss A M Somerville

Miss L H Somerville

H H Liddle

M P Clark

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Miss A M Somerville - Director

18 August 2026

Opinion

We have audited the financial statements of Dustacco Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 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 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.

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 three, 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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and

non-compliance with laws and regulations, we considered the following:

- the nature of the industry, sector, control environment and business performance;

- results of our enquiries of management about their own identification and assessment of the risks and irregularities;

- any matters we identified having reviewed the company's internal controls established to mitigate risks of fraud or

non-compliance with laws and regulations;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

We obtained an understanding of the legal and regulatory framework that the company operates in. The key laws and regulations we considered included the UK Companies Act and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate. These include health and safety, GDPR and employment laws. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors, inspection of regulatory and legal correspondence, if any, and review of minutes of meetings. These limited procedures did not identify actual or suspected non-compliance.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Martin (Senior Statutory Auditor)

for and on behalf of McLay McAlister & McGibbon LLP

Chartered Accountants and Statutory Auditors

145 St Vincent Street

Glasgow

G2 5JF

18 August 2026

TURNOVER

10,597,096

8,757,095

Cost of sales

(7,073,555

)

(5,778,967

)

GROSS PROFIT

3,523,541

2,978,128

Administrative expenses

(3,501,666

)

(2,663,883

)

21,875

314,245

Other operating income

93,467

141,777

OPERATING PROFIT

4

115,342

456,022

Interest receivable and similar income

26,080

10,786

141,422

466,808

Interest payable and similar expenses

5

(22,273

)

(6,640

)

PROFIT BEFORE TAXATION

119,149

460,168

Tax on profit

6

31,839

(132,484

)

PROFIT FOR THE FINANCIAL YEAR

150,988

327,684

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

150,988

327,684

Profit attributable to:

Owners of the parent

150,988

327,684

Total comprehensive income attributable to:

Owners of the parent

150,988

327,684

FIXED ASSETS

Tangible assets

8

1,301,176

1,036,527

Investments

9

-

-

1,301,176

1,036,527

CURRENT ASSETS

Stocks

10

335,602

465,390

Debtors

11

1,495,738

2,882,200

Cash at bank and in hand

2,251,829

1,507,891

4,083,169

4,855,481

CREDITORS

Amounts falling due within one year

12

(1,527,213

)

(3,182,311

)

NET CURRENT ASSETS

2,555,956

1,673,170

TOTAL ASSETS LESS CURRENT LIABILITIES

3,857,132

2,709,697

CREDITORS

Amounts falling due after more than one year

13

(1,066,379

)

(69,204

)

PROVISIONS FOR LIABILITIES

16

(131,877

)

(132,605

)

NET ASSETS

2,658,876

2,507,888

CAPITAL AND RESERVES

Called up share capital

17

30,000

30,000

Fair value reserve

18

40,094

40,094

Retained earnings

18

2,588,782

2,437,794

SHAREHOLDERS' FUNDS

2,658,876

2,507,888

The financial statements were approved by the Board of Directors and authorised for issue on 18 August 2026 and were signed on its behalf by:

Miss A M Somerville - Director

FIXED ASSETS

Tangible assets

8

-

-

Investments

9

30,001

30,001

30,001

30,001

CREDITORS

Amounts falling due within one year

12

(1

)

(1

)

NET CURRENT LIABILITIES

(1

)

(1

)

TOTAL ASSETS LESS CURRENT LIABILITIES

30,000

30,000

CAPITAL AND RESERVES

Called up share capital

17

30,000

30,000

SHAREHOLDERS' FUNDS

30,000

30,000

Company's profit for the financial year

-

-

The financial statements were approved by the Board of Directors and authorised for issue on 18 August 2026 and were signed on its behalf by:

Miss A M Somerville - Director

Called up

Fair

share

Retained

value

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

30,000

2,110,110

40,094

2,180,204

Changes in equity

Total comprehensive income

-

327,684

-

327,684

Balance at 31 December 2024

30,000

2,437,794

40,094

2,507,888

Changes in equity

Total comprehensive income

-

150,988

-

150,988

Balance at 31 December 2025

30,000

2,588,782

40,094

2,658,876

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

30,000

-

30,000

Changes in equity

Balance at 31 December 2024

30,000

-

30,000

Changes in equity

Balance at 31 December 2025

30,000

-

30,000

Cash flows from operating activities

Cash generated from operations

1

1,084,253

1,203,368

Interest paid

(11,438

)

-

Interest element of hire purchase payments paid

(10,835

)

(6,640

)

Tax paid

(121,516

)

(6,889

)

Net cash from operating activities

940,464

1,189,839

Cash flows from investing activities

Purchase of tangible fixed assets

(264,337

)

(276,680

)

Sale of tangible fixed assets

110,515

12,250

Interest received

26,080

10,786

Net cash from investing activities

(127,742

)

(253,644

)

Cash flows from financing activities

New loans in year

-

45,392

Loan repayments in year

(6,730

)

(3,036

)

Capital repayments in year

(62,054

)

(40,073

)

Net cash from financing activities

(68,784

)

2,283

Increase in cash and cash equivalents

743,938

938,478

Cash and cash equivalents at beginning of year

2

1,507,891

569,413

Cash and cash equivalents at end of year

2

2,251,829

1,507,891

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25

31.12.24

£

£

Profit before taxation

119,149

460,168

Depreciation charges

209,655

167,531

Profit on disposal of fixed assets

(69,361

)

(9,007

)

Finance costs

22,273

6,640

Finance income

(26,080

)

(10,786

)

255,636

614,546

Decrease in stocks

129,788

343,028

Decrease/(increase) in trade and other debtors

1,417,573

(1,983,088

)

(Decrease)/increase in trade and other creditors

(718,744

)

2,228,882

Cash generated from operations

1,084,253

1,203,368

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

2,251,829

1,507,891

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,507,891

569,413

3.	ANALYSIS OF CHANGES IN NET FUNDS

Other

non-cash

At 1.1.25

Cash flow

changes

At 31.12.25

£

£

£

£

Net cash

Cash at bank

and in hand

1,507,891

743,938

2,251,829

1,507,891

743,938

2,251,829

Debt

Finance leases

(56,933

)

62,054

-

(246,001

)

Debts falling due

within 1 year

(6,730

)

-

-

(6,730

)

Debts falling due

after 1 year

(38,696

)

6,730

-

(31,966

)

(102,359

)

68,784

-

(284,697

)

Total

1,405,532

812,722

-

1,967,132

1.	STATUTORY INFORMATION

Dustacco Group Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

On 26 November 2024 Dustacco Group Limited was incorporated and subsequently on 31 December 2024 acquired the entire issued share capital of Dustacco Engineering Limited (and its subsidiary undertakings) via a share-for-share exchange.

The shareholders of Dustacco Engineering Limited were issued shares in Dustacco Group Limited in the exact same proportion as their original holdings. This transaction represents a group reconstruction under FRS 102 (Section 19). As the ultimate equity holders and their relative rights remain identical before and after the transaction, merger accounting principles have been applied.

Accordingly, these consolidated financial statements have been prepared on the following basis:

- Presentation of Results: The financial statements are presented as if Dustacco Group Limited had always been the parent company of the group.

- Comparative Information: The comparative figures and current period results include the financial performance and financial position of the combining entities as if they had been combined throughout the entire current and prior periods.

- Goodwill: No fair value adjustments were made to net assets, and no goodwill has been recognised as a result of this reconstruction.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

15% on reducing balance, 5% on cost and 5% on reducing balance

Long leasehold

-

15% on reducing balance

Improvements to property

-

15% on reducing balance

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

25% on reducing balance, 15% on reducing balance and 10% on cost

Motor vehicles

-

25% on cost and 20% on cost

Computer equipment

-

20% on cost

The company's policy is to review the remaining useful lives and residual value of all tangible fixed assets on anon-going basis and to adjust the depreciation charge to reflect the remaining useful economic life and residual

value.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks and work in progress

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

In respect of work in progress, profit is recognised in relation to work carried out.

Debtors

Trade and other debtors are recognised at the settlement amount due with appropriate allowances for irrecoverable amounts when there is objective evidence the asset is impaired.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash in hand and held at bank.

Creditors

Trade and other creditors are recognised where the company has a present obligation resulting from a past event and are recognised at the settlement amount due after allowing for any trade discounts due.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

3.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

3,860,982

3,240,854

Social security costs

458,471

334,218

Other pension costs

152,574

127,444

4,472,027

3,702,516

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

31.12.25

31.12.24

Operations

46

31

Management & Administration

37

39

83

70

The average number of employees by undertakings that were proportionately consolidated during the year was 83 (2024 - 70 ) .

31.12.25

31.12.24

£

£

Directors' remuneration

410,239

231,534

Directors' pension contributions to money purchase schemes

37,323

27,283

Information regarding the highest paid director is as follows:

31.12.25

31.12.24

£

£

Emoluments etc

158,201

85,452

Pension contributions to money purchase schemes

6,806

6,371

4.	OPERATING PROFIT

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

31.12.25

31.12.24

£

£

Hire of plant and machinery

227,555

212,356

Other operating leases

44,382

37,559

Depreciation - owned assets

209,656

167,531

Profit on disposal of fixed assets

(69,361

)

(9,007

)

Foreign exchange differences

213

354

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

£

Other loan interest

6,204

-

HMRC interest

11

-

Shareholder loan interest

5,223

-

Hire purchase

10,835

6,640

22,273

6,640