REGISTERED NUMBER: 11113613 (England and Wales)

STRATEGIC REPORT, DIRECTORS' REPORT AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

DEPS GROUP LIMITED

Page

Company Information

1

Strategic Report

2

Directors' Report

5

Independent Auditors' Report

7

Statement of Comprehensive Income

11

Statement of Financial Position

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

A W Marr

G L Hepburn

M A Biagioni

REGISTERED OFFICE:

Eastfield Industrial Estate

Salter Road

Scarborough

North Yorkshire

YO11 3DU

REGISTERED NUMBER:

11113613 (England and Wales)

INDEPENDENT AUDITORS:

Fortus Audit LLP

5 & 6 Manor Court

Manor Garth

Scarborough

North Yorkshire

YO11 3TU

BANKERS:

National Westminster Bank Plc

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

REVIEW OF BUSINESS

The company is an intermediate holding company within the group headed by DEPS Holdings Limited. As at 31 December 2025, it had net liabilities of £9,822,000 (2024 - £7,242,000) and net current liabilities of £6,223,000 (2024 - £5,795,000). The directors closely monitor the company's funding requirements and note that it is supported by its parent company as needed. The loss for the financial year, after taxation, was £2,580,000 (2024 - profit of £1,673,000). No dividends were paid or proposed for the year (2024 - £nil).

PRINCIPAL RISKS AND UNCERTAINTIES

The company is the intermediate holding company within the DEPS Holdings group and does not undertake trading activities in its own right. Accordingly, the principal risks and uncertainties faced by the company are closely aligned to the performance, liquidity and financial position of the wider DEPS group.

Group performance and credit risk

The company is exposed to credit risk in respect of amounts owed by group undertakings, including inter company loans and accrued interest. The recoverability of these balances depends on the ongoing trading performance and cash generation of the group's operating subsidiaries. The directors monitor this risk through regular review of group financial performance, cash flow forecasts and covenant compliance, and consider the risk to be mitigated by the integrated nature of the group and the directors' ability to influence group funding and capital allocation.

Liquidity and funding risk

The Group continues to have strong relationships with its funding partners. In December 2025, the Group refinanced its term debt with National Westminster Bank Plc ("NatWest"), and the Group also has an invoice discounting facility with RBS Invoice Finance Limited. The refinancing delivered lower financing costs, increased headroom and greater flexibility, strengthening the Group's funding platform. The Group continues to manage financial risk through maintaining sufficient liquidity to meet foreseeable needs. The directors have modelled future cash flow and covenant compliance for a period of not less than 12 months from the date these financial statements are signed and have identified no liquidity risk.

Interest rate risk

The Group utilises bank facilities but primarily finances its operations through trading activities and intercompany accounts. Following the refinancing completed in December 2025, the Group's principal term debt is provided by NatWest and carries interest at 2.25% above base rate. The facility has a final repayment date in December 2030. Given the Group's cash generation and overall funding structure, the directors believe that the Group's exposure to interest rate fluctuation remains manageable and will continue to be met through operating cash flows.

Energy cost and geopolitical risk

The group's operating entities are exposed to fluctuations in global energy and fuel prices. Ongoing geopolitical instability, including conflicts in Eastern Europe and the Middle East, could lead to increased energy costs, supply chain disruption and inflationary pressures. Such conditions may adversely affect customer demand, operating margins and cash flows within the group, which in turn could impact the company's ability to realise income from, and recover amounts due from, group undertakings.

Macroeconomic and market risk

The group operates in markets that are sensitive to broader economic conditions, including inflation, interest rate movements, supply chain constraints and changes in customer investment behaviour. A sustained downturn or adverse change in market conditions could reduce order intake, delay customer receipts and place pressure on group liquidity.

The directors consider that, while these risks are inherent in the company's role within the group, they are appropriately managed through group wide governance, forecasting, and financing arrangements. Further details of the directors' assessment of these matters are set out in the going concern statement.

FINANCIAL KEY PERFORMANCE INDICATORS

The company does not use specific key performance indicators. Its financial performance is evaluated based on statutory results (loss for the year and net liabilities), which the directors monitor in the context of the group's overall financial planning and support arrangements.

ON BEHALF OF THE BOARD:

A W Marr - Director

28 August 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

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.

A W Marr

G L Hepburn

M A Biagioni

GOING CONCERN

The financial statements have been prepared on a going concern basis. In making this assessment, the directors have considered the company's financial position, its role within the wider DEPS group, and the forecasts prepared for a period of at least twelve months from the date of approval of these financial statements.

The company is an intermediate holding company and does not trade independently. Accordingly, the company's ability to meet its obligations as they fall due is closely linked to the performance, liquidity and funding arrangements of the wider DEPS group.

The directors have reviewed detailed group cash flow forecasts and financial projections which demonstrate that the group is expected to have sufficient liquidity to meet its obligations as they fall due for the foreseeable future. These forecasts take into account existing financing arrangements, including intra group funding, committed facilities and recent refinancing activity completed during the year, which has increased liquidity headroom and reduced overall financing costs, as well as the expected trading performance of the operating subsidiaries.

In forming their conclusion, the directors have also considered the current geopolitical and macro economic environment. This includes ongoing global conflicts and instability, most notably the risk of disruption to energy markets arising from tensions and military activity in the Middle East. Such events could lead to increased fuel and energy costs, supply chain disruption and inflationary pressures, which may adversely impact the operating costs and margins of the group's trading entities.

Despite the above, sensitivity analysis has been performed on the group forecasts to assess the impact of adverse but plausible scenarios. The directors note that, while these scenarios may place pressure on group performance, the forecasts indicate that the group would remain able to operate within available funding and liquidity headroom.

The directors have therefore concluded that it remains appropriate to prepare the financial statements on a going concern basis.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The company has provided an indemnity for its directors, which is a qualifying third-party indemnity provision for the purposes of the Companies Act 2006.

MATTERS COVERED IN THE STRATEGIC REPORT

Disclosures required under S416(4) of the Companies Act 2006 are commented upon in the strategic report as the directors consider them to be of strategic importance to the company.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Directors' 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;

-	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.

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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

A W Marr - Director

28 August 2026

Opinion

We have audited the financial statements of DEPS Group Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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 company's affairs as at 31 December 2025 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report 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 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.

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 Strategic Report or the Directors' Report.

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 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 six, 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 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.

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 an Auditors' 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.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of

irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below:

As part of the audit, 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 and regulations, including fraud. We considered the Company’s compliance

with laws and regulations that have a direct impact on the financial statements including, but not limited

to, UK company law and UK tax legislation, and we have considered the extent to which non-compliance

might have a material effect on the company financial statements.

Based on our understanding, we designed our audit procedures to identify instances of non-compliance

with such laws and regulations. Our procedures included inquiries of management and of the directors,

reviewing the financial statement disclosures, agreeing to underlying supporting documentation where

necessary, review of Board meeting minutes and review of any applicable correspondence with legal

counsel or tax authorities. We considered the susceptibility of the financial statements to fraud through the

risk of management override.

In respect of management override, we tested journal entries processed during the year, and subsequent

to the year end, and considered bias in accounting estimates, including provisions of intercompany

debtors. We specifically reviewed manual journal postings to revenue and cash to assess for any evidence of manipulation of account balances.

Our audit procedures were designed to respond to risks of material misstatement in the financial

statements, 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, misrepresentations or through collusion. There are inherent limitations in the audit

procedures performed 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 are to become aware of it.

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 Auditors' 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 Auditors' 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.

Jacqueline Godden FCCA (Senior Statutory Auditor)

for and on behalf of Fortus Audit LLP

5 & 6 Manor Court

Manor Garth

Scarborough

North Yorkshire

YO11 3TU

28 August 2026

TURNOVER

24

11

Administrative expenses

62

57

OPERATING LOSS

(38

)

(46

)

Amounts written off investments

4

-

(2,517

)

(38

)

2,471

Interest payable and similar expenses

5

2,542

798

(LOSS)/PROFIT BEFORE TAXATION

(2,580

)

1,673

Tax on (loss)/profit

6

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(2,580

)

1,673

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,580

)

1,673

FIXED ASSETS

Investments

7

12,853

12,853

CURRENT ASSETS

Debtors

8

4

1

Cash at bank

10

1

14

2

CREDITORS

Amounts falling due within one year

9

6,237

5,797

NET CURRENT LIABILITIES

(6,223

)

(5,795

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,630

7,058

CREDITORS

Amounts falling due after more than one year

10

16,452

14,300

NET LIABILITIES

(9,822

)

(7,242

)

CAPITAL AND RESERVES

Called up share capital

12

-

-

Retained earnings

(9,822

)

(7,242

)

SHAREHOLDERS' FUNDS

(9,822

)

(7,242

)

The financial statements were approved by the Board of Directors and authorised for issue on 28 August 2026 and were signed on its behalf by:

A W Marr - Director

Called up

share

Retained

Total

capital

earnings

equity

£'000

£'000

£'000

Balance at 1 January 2024

-

(8,915

)

(8,915

)

Changes in equity

Total comprehensive income

-

1,673

1,673

Balance at 31 December 2024

-

(7,242

)

(7,242

)

Changes in equity

Total comprehensive income

-

(2,580

)

(2,580

)

Balance at 31 December 2025

-

(9,822

)

(9,822

)

1.	STATUTORY INFORMATION

DEPS Group 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 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.

These 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 £   .

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirement of paragraph 33.7.

This information is included in the consolidated financial statements of DEPS Holdings Limited as at 31 December 2025 and these financial statements may be obtained from Salter Road, Eastfield Industrial Estate, Scarborough, North Yorkshire, United Kingdom, YO11 3DU.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for the revenues and expenses during the year. However the nature of estimation means that actual outcomes could differ from those estimates. In preparing these financial statements, the directors have made the following judgements:

Going concern

In preparing these financial statements the directors have made a judgement around the ability of the company to continue as a going concern. Details of these considerations can be seen in the directors report.

Investments

The directors have determined whether there are indicators of impairment of the company’s fixed asset investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future performance of that unit.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

Finance costs

Finance costs are charged to Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.

Taxation

Taxation for the year 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 or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

3.	EMPLOYEES AND DIRECTORS

The company had no employees other than the directors in the current year, or prior period.

Directors' payroll costs amounted to £416k (2024 - £361k) and are paid by a subsidiary company, Dale Power Solutions Limited.

4.

AMOUNTS WRITTEN OFF INVESTMENTS

2025

2024

£'000

£'000

Amounts written off

investments

-

(2,517

)

The directors have determined whether there are indicators of impairment of the company’s fixed asset investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future performance of that unit. In the prior year period management completed a value in use calculation to ascertain the fair value of the investments and deemed it appropriate to release the previously recognised impairment.

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Loan note interest payable

2,542

798

Amortisation of loan issue costs

-

-

2,542

798

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£'000

£'000

(Loss)/profit before tax

(2,580

)

1,673

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(645

)

418

Effects of:

Expenses not deductible for tax purposes

527

104

Income not taxable for tax purposes

-

(629

)

Effects of group relief/other reliefs

339

13

Deferred tax not recognised

(221

)

94

Total tax charge

-

-

The company has not recognised a deferred tax asset of £642,363 (2024 - £863,581) on losses as their future recoverability is uncertain.

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£'000

COST

At 1 January 2025

and 31 December 2025

12,853

NET BOOK VALUE

At 31 December 2025

12,853

At 31 December 2024

12,853

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Direct subsidiary

Dale Erskine Power Solutions Limited

Register office: Eastfield Industrial Estate, Salter Road, Scarborough, North Yorkshire, YO11 3DU

Nature of business: Holding company

Class of share held: Ordinary

Proportion held directly: 100%

Indirect subsidiaries

Dale Power Solutions Limited

Registered office: Salter Road, Eastfield Industrial Estate, Scarborough, North Yorkshire, YO11 3DU

Nature of business: Secure power systems

Immediate parent undertaking: Dale Erskine Power Solutions Limited

Effective group interest: 100%

Calibre Power Electronics Limited

Registered office: Victoria House, 13 Victoria Street, Aberdeen, Scotland, AB10 1XB

Nature of business: Engineering activities

Immediate parent undertaking: Dale Power Solutions Limited

Effective group interest: 100%

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£'000

£'000

Other debtors

4

1

Any amounts owed by group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£'000

£'000

Amounts owed to group undertakings

6,233

5,764

Other creditors

-

19

Accrued expenses

4

14

6,237

5,797

Any amounts owed to group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£'000

£'000

Other loans (see note 11)

16,452

14,300

For details of the PIK Note, Loan Notes and Loan Note interest see note 13.

11.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£'000

£'000

Amounts falling due between one and two years:

Other loans (A1)

15,416

13,290

Other loans (A2)

1,036

1,010

16,452

14,300

The loan notes are secured over the assets of the company and attract interest at 8% per annum. Following a re-finance in December 2025, the A1 loan notes are repayable in 2031 and the A2 loan notes are repayable at the point of any change of ownership in the A Ordinary shares.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary

1

1

1

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption available under FRS 102 section 33.1A and has not disclosed transactions with companies that are wholly owned members of the DEPS Holdings Limited group of companies.

The following amounts were outstanding in respect of loans from directors:

2025

2024

£'000

£'000

A W Marr

112

109

During the year interest of £5,777 (2024 - £5,793) accrued and £2,897 was paid to A W Marr.

Loan notes issued to key management personnel amounting to £24,288 (2024 - £23,665) were outstanding at the year end. During the year interest charged at 8% totalled £1,249 (2024 - £1,253).

Amounts paid to NVM III GP LLP (the ultimate controlling party):

2025

2024

£'000

£,000

Monitoring and directors fees

50

50

Recharged expenses

1

3

14.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is NVM III GP LLP.

The company's immediate parent company is DEPS Holdings Limited, a company registered in England and Wales.

As at 31 December 2025, the largest and smallest group in which the results are consolidated is that

headed by DEPS Holdings Limited. The consolidated accounts of the group are available to the public and may be obtained from its registered office, Eastfield Industrial Estate, Salter Road, Scarborough, North Yorkshire, United Kingdom, YO11 3DU. No other group accounts include the results of the company.