The directors present the strategic report for the year ended 28 February 2026.

The principal activity of Recycling Lives Compliance Services Limited (“the Company”) is that of a provider of Site Processing (Batteries, Display) and Compliance Scheme (WEEE, Packaging and Battery) services to a range of waste and other industry participants.

Introduction

On 19 February 2024, the Company was acquired by RLS Topco Limited.

The acquisition resulted in the separation of the Company from its previous parent, whom provided a range of operational and back-office support. Post acquisition, the new management team, led by Adrian Murphy (Chief Executive Officer) and Nick Gittings (Chief Financial Officer), has developed and enhanced a comprehensive suite of back-office functions, whilst simultaneously developing an ambitious commercial strategy that puts environmental responsibility, social impact, and business success at its core, with the overarching aim of creating sustainable value for all stakeholders.

RLS operates a unique, integrated circular business model that seamlessly connects our business units to provide comprehensive waste and recycling solutions. Our unique value proposition lies in the seamless integration of these three units, creating a model that delivers:

• Environmental Impact: maximising material recovery and reducing landfill waste.

• Social Value: providing meaningful employment and rehabilitation opportunities.

• Governance: generating value from waste while supporting regulatory compliance.

By connecting these elements, we create a sustainable cycle that benefits our customers, society, and the environment while maintaining profitable operations. This integrated approach sets us apart in the industry and demonstrates how business and financial success can align with social and environmental responsibility.

Business unit overview

Site processing

Our operational excellence is demonstrated through three specialised facilities that transform battery, display and plastic /​ cardboard waste into value:

• Advanced sorting and grading processes to maximise material recovery.

• Clear strategy to innovate and automate and establish a preeminent position in the UK recycling industry.

• Integrated social value through employment opportunities for serving prisoners and ex-offenders, with seven prison-based workshops (HMP Academies) providing vital skills and experience through material recycling.

• Industry-leading rehabilitation programme achieving less than 5% reoffending rate.

The operating units exemplify our commitment to combining environmental and social impact, creating value while changing lives through meaningful employment and skills development. Both our battery and display sites demonstrate ‘best in class’ capabilities and are at the forefront of the ongoing health and safety, legislative and regulatory developments in the UK.

Compliance Schemes

The Compliance Schemes business unit completes our circular model by:

• Supporting producers in meeting UK recycling obligations.

• Generating and managing recycling evidence for regulatory compliance.

• Contributing to national recycling targets.

• Creating sustainable funding streams for UK recycling infrastructure.

This unit’s work ensures that our environmental efforts are properly documented and contribute to broader national sustainability goals, while providing economic benefits to all stakeholders.

Business Review

The current financial year of trading for the Company has resulted in a pleasing financial performance that provides a strong platform for growth in 2026 and beyond.

Financial performance in the year was impacted by a range of factors, including:

• Continued one-off and non-recurring integration and business improvement costs linked to the carve out of the Company in January 2024.

• Impact of a material bad debt within the Compliance Scheme business that has caused wider market disruption for all industry participants.

• Active working capital management to ensure appropriate funding headroom and compliance with banking facilities.

We are pleased with the operating performance of each of the core business units, with notable achievements including:

• The WEEE, Packaging and Battery compliance schemes have achieved producer obligations for the scheme year ended 31 December 2025.

• Profitable operating site performance, including a significant improvement in the profitability of the display dismantling site in the second half of the year.

• Investment into capital equipment across all operating sites to optimise material recovery rates, enhance efficiency and health and safety, as well as improve profit margins.

• Successful new client wins that have created long-term contractual relationships with a range of industry participants and blue-chip corporates. These new contractual relationships cover all aspects of the Group’s trading activity, including the provision of waste management solutions, and security of electrical and battery materials in respect of the operating sites and compliance schemes.

• Achieved ongoing improvement in a range of operational metrics, including sorting 1,662 tonnes of batteries (2025: 1,042) and dismantling 7,873 tonnes of display equipment (2025: 5,717) in the financial year.

Revenue for the year was £21.4m (2025: £19.5m), with gross profit of £5.6m (2025: £5.1m). The gross profit margin for the year was 26.3% (2025: 26.0%). In all instances, the current year financial performance was an improvement on prior year.

The Company generated an operating profit of £0.3m during the current financial year (2025: £0.5m).

This included £0.1m of exceptional costs (2025: £0.2m).

Adjusting for these items resulted in earnings before interest, taxation, depreciation and amortisation (“EBITDA”) of £0.7m. This represents a pleasing performance and provides a strong platform for future growth.

On a post-tax basis, the Company generated a profit of £0.1m in the current financial year (2025: £0.2m).

From a cash perspective, the Company generated £0.9m of cash from operations in the financial year.

This was partially used to fund term loan interest arising on the parent company’s external banking facilities, invest in capital equipment across the operating sites and support working capital requirements. The Directors have undertaken a comprehensive going concern review as part of the 2026 statutory accounts process, augmented by regular and routine cash planning linked to the preparation of short and medium-term forecasts. The Directors are confident that the Company has sufficient headroom within its committed facilities to support a range of downside risk scenarios that could arise.

Linked to the acquisition by its parent, the Company has had to contend with credit appetite that is below what the Directors consider is reasonable and would be achievable in the future. Despite this, we have proactively engaged with our supply chain to manage the impact of this and ensure all liabilities are settled in a timely and reasonable manner. In addition to this, our credit rating has improved from prior year linked to a variety of factors, but including the transparent and pro-active manner in which we have engaged with our supply chain on this matter. Our supply chain is a vital component of our business model, and we intend to adopt a sensible, pragmatic and mutually beneficial approach to payment terms going forward.

From a balance sheet perspective, the Company had net liabilities of £0.8m at 28 February 2026 (2025: £0.9m). The net liability position is solely a function of the acquisition by its current parent, which required the write off of material intercompany liabilities due to the Company from its previous (now insolvent) parent.

As at 28 February 2026, the Company reported net current liabilities of £1.5m (2025: £1.4m). This position includes an Invoice Discounting Facility with RBS Invoice Finance Limited (£2.4 million). This represents a revolving working capital facility which remains available to the Company in the normal course of business.

ESG and Sustainability

Over the past 12 months, Recycling Lives Services has continued to strengthen its approach to environmental, social and governance (ESG) performance, with significant progress made across carbon reporting, sustainability governance and independent accreditation.

Please refer to the parent company financial statements for our full update.

Future developments

The Directors have set out below the key developments that will underpin the Company’s strategic aims in the medium term:

• Social impact and value – our prison workshop programme provides meaningful employment and rehabilitation opportunities. This will be supplemented by a range of new initiatives, in particular the development of a reuse offering that enhances our urban mining and circular economy credentials for the benefit of all stakeholders. We have undertaken our first trial reuse joint venture and expect this to form a key pillar of our value proposition going forward.

• Technological enhancement of sorting /​ dismantling processes – the Company has already commenced a programme of technological enhancements that are designed to drive capacity and efficiency of sorting /​ dismantling processes and generate further value for the materials that are harvested from waste. We have developed a timetable in respect of capital improvement projects that will drive this initiative over the next three years.

• Digitisation – we have rolled out AI based software and other digitisation initiatives that are designed to enhance the experience of our Compliance Scheme customers, ensuring we put ease of use and compliance at the forefront of our customer experience.

The Directors have set out below the principal risks facing the Company. The Directors are of the opinion that a thorough risk management process has been adopted which involves the formal review of all risks identified below. Where possible, processes are in place to monitor and mitigate such risks, including a risk register that is subject to regular review by the Directors.

Macroeconomic conditions

The Company has exposure to a range of commodity prices and volumes which are inherently influenced by the global economic environment. Consequently, changes in the levels of consumer and industrial activity will have a direct impact on the supply of, and demand for, recycled materials, as well as the prices available in the wider market. These factors in turn can influence activity levels and results achieved by the Company.

In response to this risk, senior management are tasked with ensuring that they are fully informed as to wider social, political and economic conditions and to modify strategies accordingly to mitigate risk.

Financial

The Waste Battery and WEEE Regulations do not permit a compliance scheme to terminate a producer's membership part way through a compliance year, so to avoid placing financial risk on other schemes members, it is essential that a compliance scheme operates in a financially robust manner.

The Company operates an invoicing and payment policy that obtains funds in advance of its commitments and supplements this policy with regular credit reviews and credit insurance.

Competition

The market in which the Company operates is competitive and can result in downward margin pressures. Policies of constant price monitoring and ongoing market analysis are in place to mitigate such risks.

The Company is also reliant on ensuring regular sources of recyclable materials for its operating sites and has the benefit of various long-standing contracts and relationships to mitigate the risk of materials being procured by competitors.

Health, safety and compliance with legislative and regulatory requirements

The Company’s success is dependent on conducting its business safely and in accordance with applicable legislative and regulatory requirements. The existence of an adverse health and safety incident could potentially damage the Company commercially, and the Directors uphold the highest standards in respect of their duty of care towards all stakeholders.

The Company employs experienced health and safety and compliance staff to mitigate risk and enforce Company policy. The Directors conduct monthly reviews of key health, safety and compliance statistics, and maintain a risk register that is regularly reviewed and updated as the business evolves.

Furthermore, the Company has an active policy of review and audit of all suppliers engaged in the movement of hazardous or dangerous waste (as defined by UK legislation) as a means of protecting employees, suppliers, other stakeholders and the wider environment.

Recruitment and retention of key staff

The Company’s success is dependent on recruiting and retaining high calibre staff in all areas of the business. Failure to attract and retain personnel with an appropriate skillset could have an adverse impact on the Company and its performance.

Succession and talent development is a key aspect of our strategic planning and is the subject of ongoing review by the Directors. The Company has a strategy in place to attract, retain and motivate key individuals to ensure their commitment to the ongoing success of the business. The Company’s salary and benefits package is extensive and competitive within its marketplace and includes a range of wellbeing benefits to support our employees inside and outside the workplace.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables due from customers.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Directors also consider factors that may influence the credit risk of the Company’s customer base, including the industry default risk and country in which the client operates.

The majority of trade debt is covered by credit insurance. The credit status of each new client is reviewed as part of client set-up procedures, including external credit referencing where possible. Outstanding balances are reviewed regularly by management. In the period ended 28 February 2026, the Group incurred one significant bad debt but this was deemed to be extraordinary in nature and impacted the wider compliance scheme market.

Legislative risk

The Company’s compliance schemes operate under producer responsibility legislation. The Company must also comply with other relevant legislation and standards, including in respect of its operating sites. Changes to either the underlying legislation or applicable standards may have a material impact on the Company’s operating activities.

The Company maintains active dialogue with the Government and relevant enforcement authorities, both individually and collectively through the various organisations it participates in to ensure it is aware of changes (actual or proposed) such that the interests of its stakeholders (including schemes and its members) are represented appropriately.

Liquidity Risk

The Company seeks to mitigate liquidity risk in a variety of ways. Active short-term cash flow forecasting is undertaken on a weekly basis to support day-to-day trading decisions and facility headroom. This is augmented by medium-term budget and forecasting activity by business unit and statutory entity, which is used to monitor monthly performance and ensure appropriate levels of debt and working capital funding facilities are available to support growth and manage periods of working capital lock up.

The Company benefits from cash pooling and treasury activity operated by its parent company, such that the Company has access to cash and working capital facilities beyond those that are in its name.

The Company has access to adequate credit limits and terms with its supply chain but has inevitably been impacted post-acquisition by entity level credit ratings that are lower than those that the Directors would consider appropriate for the business. The Directors are proactive in engaging with the Company’s supply chain to ensure mutually beneficial payment terms are in place for all suppliers and note that the net liability and loss generation of the Company do not fully reflect the liquidity and funding availability of the Company, and hence the credit risk arising thereon.

On behalf of the board

The directors present their annual report and financial statements for the year ended 28 February 2026.

The results for the year are set out on page 12.

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

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Going concern

The Directors have prepared detailed financial forecasts covering a period of at least twelve months from the date of the approval of the financial statements.

These forecasts contain prudent scenarios as to future trading performance and cash generation. The forecasts consider the headroom available within the existing working capital funding facilities available to the Company and the wider group that it is a part of, as well as the potential challenges that may exist in the future, many of which are linked to the impact on market conditions of wider global events.

These forecasts demonstrate profitable trading, cash generation and compliance with the financial covenants in place for the committed banking facilities.

The Company undertakes pooled cash and treasury arrangements with other group entities under the new ownership structure. As such, cash generated across the Company is available to the other group entities for ongoing trading purposes.

The Directors have considered the banking facilities available via RBS Invoice Finance Limited, as well as the working capital funding made available via its ultimate controlling party and believe that the Company can continue in operational existence for the foreseeable future and meet liabilities as they fall due for payment.

Cash headroom remains within acceptable parameters throughout the forecast period and the expected trading profits provide sufficient headroom on the covenants set out under the banking facilities (even under a range of downside sensitivity scenarios that have been considered by the Directors).

The Company has long established relationships with a number of customers and suppliers across different geographic areas and industries, and the Directors believe the Company is well placed to manage its business risks successfully.

Taking all of the above into consideration, the Directors continue to adopt the going concern basis in preparing the Company Financial Statements and do not consider there to be any material uncertainties arising.

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; 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.

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.

We have audited the financial statements of Recycling Lives Compliance Services Limited (the 'company') for the year ended 28 February 2026 which comprise the statement of comprehensive income, the statement of financial position, 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 28 February 2026 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

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. Also, 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.

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.

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.

The income statement has been prepared on the basis that all operations are continuing operations.

Recycling Lives Compliance Services Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1a Essex Street, Preston, England, PR1 1QE.

The comparative values represent a period of more than 12 months. The reporting period was extended to 28 February 2025 from 26 February 2025 in the previous year, in order to bring the company's year end in line with that of other group companies.

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 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values;

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

The financial statements of the company are consolidated in the financial statements of RLS Topco Limited. These consolidated financial statements are available from its registered office, 1a Essex Street, Preston, England, PR1 1QE.

The Directors have prepared detailed financial forecasts covering a period of at least twelve months from the date of the approval of the financial statements. true

These forecasts contain prudent scenarios as to future trading performance and cash generation. The forecasts consider the headroom available within the existing working capital funding facilities available to the Company and the wider group that it is a part of, as well as the potential challenges that may exist in the future, many of which are linked to the impact on market conditions of wider global events.

These forecasts demonstrate profitable trading, cash generation and compliance with the financial covenants in place for the committed banking facilities.

The Company undertakes pooled cash and treasury arrangements with other group entities under the new ownership structure. As such, cash generated across the Company is available to the other group entities for ongoing trading purposes.

The Directors have considered the banking facilities available via RBS Invoice Finance Limited, as well as the working capital funding made available via its ultimate controlling party and believe that the Company can continue in operational existence for the foreseeable future and meet liabilities as they fall due for payment.

Cash headroom remains within acceptable parameters throughout the forecast period and the expected trading profits provide sufficient headroom on the covenants set out under the banking facilities (even under a range of downside sensitivity scenarios that have been considered by the Directors).

The Company has long established relationships with a number of customers and suppliers across different geographic areas and industries, and the Directors believe the Company is well placed to manage its business risks successfully.

Taking all of the above into consideration, the Directors continue to adopt the going concern basis in preparing the Company Financial Statements and do not consider there to be any material uncertainties arising.

Turnover represents net invoiced sales of evidence notes and membership fees, the processing and treatment of recycled batteries and the dismantling of display material for recycling, including gating fees and sale of recycled components and materials.

Turnover relating to evidence notes is recognised in the period in which the waste equipment was processed and the evidence note accepted by the customer.

Membership fees are recognised in the period in which they relate.

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.

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 the profit and loss account.

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 sell, which is equivalent to net realisable value.

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 the profit or loss account.

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

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 statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts 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, 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, 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 income statement 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 income statement, 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.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Accrued income and costs are recognised in respect of compliance scheme evidence generated but not yet sold or purchased at the balance sheet date. The volume of evidence is determined based on actual collections and purchases, net of any sales made up to the reporting date. This volume is valued using the most recent tonnage selling prices available at the balance sheet date. These prices are subject to regular review and update as part of management’s internal accounting controls.

Management exercises judgement in determining the appropriate valuation methodology and in assessing the recoverability of accrued balances. While the evidence notes typically retain value through sale within the scheme year, any unsold evidence at the end of the scheme year becomes void and holds no residual value. Management considers the likelihood of such unsold balances to be remote, based on market conditions and dynamics, historical trends and operational controls in place.

All turnover relates to sales to UK customers.

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

Their aggregate remuneration comprised:

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:

There is no material difference between the replacement cost of stocks and the amounts stated above.

Amounts owed by group undertakings are interest free and due on demand.

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

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.

Termination benefits are recognised as an expense and liability when the Company is demonstrably committed to either:

Terminating the employment of an employee or group of employees before the normal retirement date; or

Providing termination benefits as a result of an offer made to encourage voluntary redundancy.

A commitment exists when the Company has a detailed formal plan and is without realistic possibility of withdrawal. Termination benefits are measured at the best estimate of the expenditure required to settle the obligation at the reporting date and are recognised immediately in profit or loss, as they do not provide future economic benefit to the Company.

There is a cross company guarantee in place across all group companies in favour of the main lending bank. The total amount committed under these group facilities as at 28 February 2026 was £7,612k (2025: £7,088k).

There is a cross company guarantee in place across all group companies in favour of the loan notes issued by TH FRAG II S.À R.L to the parent company. The total amount outstanding as at 28 February 2026 was £31,924k (2025: £27,183k).

As security for these facilities and loan notes, the company has granted a charge comprising a fixed and floating charge, as well as a negative pledge, over its assets. The floating charge extends to all property and undertaking of the company.

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 advantage of the available exemption conferred by Section 1AC.35 of FRS102 not to disclose transactions with wholly owned members of the group.

As at the reporting date, the immediate parent undertaking of the company was RLS TopCo Limited, incorporated in England and Wales. The registered office address of RLS TopCo Limited is 1a Essex Street, Preston, England, PR1 1QE.

The ultimate controlling party of RLS TopCo Limited is Three Hills Capital Partners SA, via TH Frag II S.A.R.L., a company incorporated in Luxembourg, who own the controlling voting rights of TH Frag II S.A.R.L.