REGISTERED NUMBER: 04392703 (England and Wales)

Report of the Director and

Financial Statements

for the Year Ended 31 December 2024

for

OCI (UK) Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Statement of Profit or Loss and Other Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTOR:

B Guirguis

REGISTERED OFFICE:

Tricor Suite, 4th Floor

50 Mark Lane

London

EC3R 7QR

REGISTERED NUMBER:

04392703 (England and Wales)

AUDITORS:

Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

BANKERS:

Citibank

25033 Canada Square

London

E14 5LB

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

CESSATION OF TRADING

On 1st December 2024, all goodwill, assets, liabilities, and contracts of the company were transferred at book value via an intra-group transfer to OCI Personnel BV. The company ceased trading on 1st January 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of providing advertising, public relations and information processing services to OCI N.V. of Holland, the ultimate parent company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

A K El Hoshy - resigned 15 October 2024

B Guirguis was appointed as a director after 31 December 2024 but prior to the date of this report.

H Badrawi ceased to be a director after 31 December 2024 but prior to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE

During the year the company made a political donation in the sum of £Nil (2023 : £Nil).

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director 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 they have elected to prepare the financial statements in accordance with IFRSs as adopted by the EU and applicable law. Under company law the director must not approve the financial statements unless he is 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 director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether they have been prepared in accordance with IFRSs as adopted by the EU; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He has general responsibility for taking such steps as are reasonably open to him to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR

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

AUDITORS

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

ON BEHALF OF THE BOARD:

B Guirguis - Director

13 August 2026

Opinion

We have audited the financial statements of OCI (UK) Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws an regulations, including fraud. We designed audit procedures to respond to the risk recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above, and the further removed non - compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relation to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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.

Colin Ellis FCCA CF (Senior Statutory Auditor)

for and on behalf of Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

13 August 2026

CONTINUING OPERATIONS

Revenue

4

35,177,099

28,594,189

Other operating income

444,896

444,896

Administrative expenses

(30,436,108

)

(24,831,035

)

OPERATING PROFIT

5,185,887

4,208,050

Finance costs

6

(240,772

)

(282,472

)

Finance income

6

370,411

544,008

PROFIT BEFORE INCOME TAX

7

5,315,526

4,469,586

Income tax

8

(1,471,933

)

(1,359,224

)

PROFIT FOR THE YEAR

3,843,593

3,110,362

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,843,593

3,110,362

ASSETS

NON-CURRENT ASSETS

Owned

Intangible assets

10

-

701,581

Property, plant and equipment

11

-

2,475,702

Right-of-use

Property, plant and equipment

11, 17

-

6,830,439

Contract assets

4

-

1,946,932

-

11,954,654

CURRENT ASSETS

Trade and other receivables

12

10,320,159

12,007,792

Contract assets

4

-

578,100

10,320,159

12,585,892

TOTAL ASSETS

10,320,159

24,540,546

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

13

1

1

Retained earnings

14

10,320,158

6,476,565

TOTAL EQUITY

10,320,159

6,476,566

LIABILITIES

NON-CURRENT LIABILITIES

Contract liabilities

4

-

1,520,063

Financial liabilities - borrowings

Lease liabilities

16, 17

-

6,265,192

Deferred tax

18

-

308,332

-

8,093,587

CURRENT LIABILITIES

Trade and other payables

15

-

6,318,217

Contract liabilities

4

-

444,896

Financial liabilities - borrowings

Lease liabilities

16, 17

-

1,860,315

Tax payable

-

1,346,965

-

9,970,393

TOTAL LIABILITIES

-

18,063,980

TOTAL EQUITY AND LIABILITIES

10,320,159

24,540,546

The financial statements were approved by the director and authorised for issue on 13 August 2026 and were signed by:

B Guirguis - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1

13,366,203

13,366,204

Changes in equity

Dividends

-

(10,000,000

)

(10,000,000

)

Total comprehensive income

-

3,110,362

3,110,362

Balance at 31 December 2023

1

6,476,565

6,476,566

Changes in equity

Total comprehensive income

-

3,843,593

3,843,593

Balance at 31 December 2024

1

10,320,158

10,320,159

Cash flows from operating activities

Cash generated from operations

1

7,097,971

16,024,436

Interest paid

(163,314

)

(178,045

)

Lease interest paid

(77,458

)

(104,427

)

Tax paid

(2,928,245

)

(1,181,746

)

Net cash from operating activities

3,928,954

14,560,218

Cash flows from investing activities

Purchase of tangible fixed assets

(13,347

)

(56,419

)

Sale of intangible fixed assets

-

458,242

Interest received

-

544,008

Net cash from investing activities

(13,347

)

945,831

Cash flows from financing activities

Group loan movements

(2,159,626

)

(13,676,014

)

Payment of lease liabilities

(1,755,981

)

(1,830,035

)

Net cash from financing activities

(3,915,607

)

(15,506,049

)

Increase in cash and cash equivalents

-

-

Cash and cash equivalents at beginning of year

-

-

Cash and cash equivalents at end of year

-

-

1.	RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Profit before income tax

5,315,526

4,469,586

Depreciation charges

884,967

1,081,037

Finance costs

240,772

282,472

Finance income

(370,411

)

(544,008

)

6,070,854

5,289,087

Decrease in trade and other receivables

6,785,261

46,532,044

Decrease in contract assets

2,525,032

568,691

Decrease in trade and other payables

(6,318,217

)

(35,920,490

)

Decrease in contract liabilities

(1,964,959

)

(444,896

)

Cash generated from operations

7,097,971

16,024,436

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparation

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

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements.

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 £.

Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards, IFRIC interpretations (collectively IFRS), and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, as adopted by the European Union..

Going concern

On the 1st December 2024 all goodwill, assets, liabilities, and contracts were transferred at book value to OCI Personnel BV. Subsequently, the company ceased trading on 1st January 2025 and as such the financial statements have been prepared on a break-up basis. This basis of preparation reflects the directors' assessment that the company is no longer a going concern. Consequently, assets have been valued at their net realisable value, and liabilities have been recognised in full. The directors confirm that this approach provides a true and fair view of the company's financial position in accordance with the relevant provisions of the Companies Act 2006.

Provisions and contingencies

Provisions are recognised when:

- the company has a present obligation as a result of a past event;

- it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

- a reliable estimate can be made of the obligation.

The amount of a provision is the present value of the expenditure expected to be required to settle the obligation. Contingent assets and contingent liabilities are not recognised.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for services provided in the normal course of business, net of VAT and other sales related taxes.

Revenue

All revenue is attributable to the company's principal business performed in the United Kingdom on behalf of the ultimate parent company in Holland and is charged on an arm's length basis.

Revenue is categorised as;

2023

2022

£

£

Services

35,177,099

28,324,142

Total revenue

35,177,099

28,324,142

Other income

Other income is the amounts of fees received from the leasing of office space held within the contracts in note 4.

Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation.

Property, plant and equipment is initially measured at cost. Cost includes all expenditure which is directly attributable to the acquisition or construction of the asset, including capitalisation of borrowing costs on qualifying assets, and adjustments in respect of hedge accounting, where appropriate.

Depreciation is charged over the useful lives of items of property, plant and equipment have been assessed as follows:

Leasehold properties

shorter of the life of the lease or the asset life

Leasehold improvements

shorter of the life of the lease or the asset life

Plant and machinery

33% per annum

Fixtures and fittings

33% per annum

The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate. The depreciation charge for each year is recognised in the profit or loss account.

Impairment tests are performed on property, plant and equipment when there is an indicator that they may be impaired. When the carrying amount of an item of property, plant and equipment is assessed to be higher than the estimated recoverable amount, an impairment loss is recognised immediately in profit or loss. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected. Any gain or loss arising from the derecognition is included in profit or loss.

Financial instruments

Recognition and initial measurement

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

A financial asset or financial liability is measured initially at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. Transaction costs related to financial instruments designated at FVTPL are expensed immediately.

Classification of financial assets

Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:

- Amortised cost

- Fair value through profit or loss (FVTPL)

- Fair value through other comprehensive income (FVOCI)

In the periods presented the Company does not have any financial assets categorised as FVOCI.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as FVTPL:

- The asset is held within a business model whose objective is to hold assets to collect contractual cash flows

- The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principle and interest (SPPI)

Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Company changes its business model for managing financial assets.

Classification of financial liabilities

Financial liabilities are classified as either:

- Amortised cost

- Fair value through profit or loss (FVTPL)

Subsequent measurement of financial instruments

Financial instruments at fair value through profit or loss are subsequently measured at fair value, with gains and losses arising from changes in fair value recognised in profit or loss. Financial assets and liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest rate method.

An exception is made for trade receivables without a significant financing component. These are recognised at the transaction price, per IFRS 15. For trade receivables with a significant financing component, any differences arising between the amount of revenue recognised in accordance with IFRS 15 and the fair value of the trade receivable is recognised as an expense in profit or loss.

Offsetting

Financial assets and liabilities are offset and the net amounts presented in the statement of financial position only when the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Derecognition

Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

Financial liabilities are derecognised when they are extinguished, i.e. when the contractual obligation is discharged, cancelled, expires or when a substantial modification of the terms occur.

Impairment

At each reporting date the Company assesses whether there is a significant increase in credit risk over the remaining life of financial assets in comparison with the credit risk on initial recognition. The Company recognises expected credit losses (ECL) on financial instruments that are not measured at FVTPL.

IFRS 9 establishes a three-stage impairment model, based on whether there has been a significant increase in the credit risk of a financial asset since its initial recognition. Three-stages determine the amount of impairment to be recognised as expected credit losses at each reporting date as well as the amount of interest revenue to be recorded in future periods:

- Stage 1: Credit risk has not increased significantly since initial recognition - recognise 12 months ECL, and recognise interest on a gross basis;

- Stage 2: Credit risk has increased significantly since initial recognition - recognise lifetime ECL, and recognise interest on a gross basis;

- Stage 3: Financial asset is credit impaired - recognise lifetime ECL, and present interest on a net basis (i.e. on the gross carrying amount less credit allowance).

In making this assessment the Company considers a broader range of forward-looking information. Considerations include past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

The Company makes use of a simplified approach in accounting for trade and other receivables or contract assets without a significant financing component and records the loss allowance as lifetime expected credit losses.

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument. This includes both credit loss and non-credit loss scenarios.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.

When one is available, the Company measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as 'active' if transactions for the asset or liability take place with enough frequency and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all the factors that market participants would consider in pricing a transaction.

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Company determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

The fair value of a financial liability with a demand feature (e.g. a demand deposit) is not less than the amount payable on demand, discounted from the first date on which the amount could be required to be paid.

The Company recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

Foreign currency transactions

A foreign currency transaction is recorded, on initial recognition in the local currency, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

At the end of the reporting period:

- foreign currency monetary items are translated using the closing rate;

- non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction; and

- non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous annual financial statements are recognised in profit or loss in the period in which they arise.

When a gain or loss on a non-monetary item is recognised to other comprehensive income and accumulated in equity, any exchange component of that gain or loss is recognised to other comprehensive income and accumulated in equity. When a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss.

Cash flows arising from transactions in a foreign currency are recorded in the local currency by applying to the foreign currency amount the exchange rate between the local currency and the foreign currency at the date of the cash flow.

Short-term employee benefits

The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted.

The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absence occurs.

Post-retirement benefits

The Company contributes to a defined contribution plan based on a percentage of pensionable earnings funded by employees. The plan is held in seperate trustee administered funds. Contributions to the plan are recognised in profit or loss in the period in which they become payable.

The contributions are expensed as the related services are provided. The Company does not operate a defined benefit plan.

Taxation

Income tax on profit for the year comprises current and deferred tax. Current taxes is the expected tax payable on the taxable income for the year, using the tax rates enacted for or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income of directly in equity.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

Leases

Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Non-derivative financial instruments

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalent, loans and borrowings, trade and other payables.

Trade and other receivables

Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method, less any impairment losses.

Trade and other payables

Trade and other payables are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purposes of cash flows.

Interest-bearing borrowings

Borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of these financial statements in conformity with IFRS, as adopted in the European Union, requires management to make estimates and assumptions that affect the amounts reported the financial statements and accompanying notes in respect of revenues, expenses, assets and liabilities.

Management believes that the estimates utilised in preparing its financial statements are reasonable and prudent. Actual results could differ from these estimates. However, estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

4.

REVENUE

Revenue from contracts with customers

Contract balances

31.12.24

31.12.23

£

£

Contract assets

Current

Contract assets

-

578,100

Non-current

Contract assets

-

1,946,932

-

2,525,032

Contract liabilities

Current

Contract liabilities

-

444,896

Non-current

Contract liabilities

-

1,520,063

-

1,964,959

5.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

21,443,880

15,139,294

Social security costs

2,306,646

1,619,298

Other pension costs

64,997

51,408

23,815,523

16,810,000

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

31.12.24

31.12.23

Director

2

2

Administration

35

42

37

44

31.12.24

31.12.23

£

£

Directors' remuneration

3,246,805

2,485,926

Information regarding the highest paid director is as follows:

31.12.24

31.12.23

£

£

Emoluments etc

-

1,431,133

6.	NET FINANCE INCOME

31.12.24

31.12.23

£

£

Finance income:

Intercompany loan interest

370,411

544,008

Finance costs:

Intercompany loan interest

163,314

136,941

Other interest paid

-

41,104

Leasing

77,458

104,427

240,772

282,472

Net finance income

129,639

261,536

7.	PROFIT BEFORE INCOME TAX

The profit before income tax is stated after charging/(crediting):

31.12.24

31.12.23

£

£

Depreciation - owned assets

670,757

847,356

Depreciation - assets on finance leases

1,417,638

1,546,514

Development costs amortisation

214,208

233,683

Auditor's remuneration

12,833

18,000

Other non- audit services

67,271

74,535

Foreign exchange differences

(1,065

)

128,479

8.	INCOME TAX

Analysis of tax expense

31.12.24

31.12.23

£

£

Current tax:

Tax

1,581,280

1,390,837

Deferred tax

(109,347

)

(31,613

)

Total tax expense in statement of profit or loss and other comprehensive income

1,471,933

1,359,224