| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| Nesstra Services (UK) Limited |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| Nesstra Services (UK) Limited |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 8 |
| Energy and Carbon Report forming part of the Report of the Directors |
10 |
| Report of the Independent Auditors | 11 |
| Statement of Profit or Loss | 15 |
| Statement of Profit or Loss and Other Comprehensive Income |
16 |
| Statement of Financial Position | 17 |
| Statement of Changes in Equity | 19 |
| Statement of Cash Flows | 20 |
| Notes to the Statement of Cash Flows | 21 |
| Notes to the Financial Statements | 22 |
| Nesstra Services (UK) Limited |
| Company Information |
| for the Year Ended 31 December 2025 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| Chartered Certified Accountants |
| Statutory Auditor |
| Beechey House |
| 87 Church Street |
| Crowthorne |
| Berkshire |
| RG45 7AW |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| The directors present their strategic report for the year ended 31 December 2025. |
| REVIEW OF BUSINESS |
| We are pleased to report a strong improvement in Nesstra's performance during 2025. Revenue increased to USD 122.65 million, compared with USD 85.68 million in 2024, reflecting substantial growth in volumes and a broader geographic sales base. Gross profit increased to USD 6.01 million, operating profit was USD 1.54 million and profit before tax was USD 1.53 million. |
| The polyurethane sector remained the principal driver of growth. |
| Although average selling prices remained under pressure during 2025, with polyol prices approximately 18% lower and TDI prices approximately 6% lower than in 2024, this was more than offset by major volume growth. Full-year polyol volumes reached almost 49,000 metric tonnes, an increase of 38% on 2024, while TDI and MDI volumes reached approximately 20,000 metric tonnes, double the 2024 volumes. It was also encouraging to see that this volume growth was achieved across a wide range of geographical markets. |
| This progress reflects Nesstra's close relationships with suppliers and customers, its technical expertise, and its ability to provide machinery, ancillary products and foam-production support through the wider group. During the year the company was able to forge relationships with new suppliers while strengthening its ties with long established partners. |
| Meanwhile turnover in our other major sector, the Engineering, Technical, and Construction department, more than tripled in 2025. This was in part due to the delivery of a major port project in Ghana which will provide an important reference for further engineering and infrastructure opportunities in the country and the wider West African market, and in fact we have subsequently won a further contract in this area. |
| The other major factor in this growth was our diversification into heavy mining machinery by partnering with a major producer and we expect to see considerable further in this area. |
| The company's continued growth and profitability during recent challenging times for global trade highlights its strong market position, unique offerings, and effective diversification strategy. |
| Key performance indicators |
| The key performance indicators used by the company are sales volumes, revenue $122,650,641 (2024: $85,861,124) , operating profit $1,544,739 (2024: $1,547,861) and retention of key personnel. In 2025, revenue increased materially, polyol and TDI volumes reached record levels, operating profit remained positive, and the company continued to add to its experienced and professional team. |
| Future developments |
| Trading during 2026 has begun exceptionally strongly, with invoiced sales for the five months to 31 May 2026 reaching almost USD 74 million compared to USD 48 million at the same point in 2025. Polyol volumes shipped up to this date were 28% ahead of the corresponding period in 2025, while TDI volumes were 47% higher. |
| Growth has continued to be broad-based with significantly higher volumes sold across most of the regions we operate in) |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| In the second half of the year Nesstra will be entering a new major territory where the company expects to achieve significant volume growth with good profitability. The company will also thereby broaden its customer base and be able to sell more specialised polyurethane products. This expansion involves both old and new supplier partnerships. |
| Significant growth is also expected to continue in the Engineering, Technical, and Construction business, particularly in the mining sector with the sale of heavy machinery. |
| The above developments demonstrate that the company is successfully pursuing its strategy of geographic and product diversification by partnering with leading, financially strong, and well-managed market players who value Nesstra's full package and support. |
| Our goal is to build lasting, mutually beneficial relationships and to enhance our competitive edge by focusing on customer-centric strategies. |
| We greatly appreciate the ongoing support from our diverse business partners without whom this success would not be possible-including customers, suppliers, shipping lines, financial institutions, and many others-as well as the dedication and professionalism of our loyal staff. |
| Management's current forecast is for 2026 revenue of approximately USD 180 million. |
| Ukraine |
| The continuing war in Ukraine has not had a material direct effect on Nesstra. The company does not trade with Russian companies, and the initial effects of higher energy and freight costs have subsided or been absorbed. Management continues to monitor indirect effects on supply chains, foreign exchange rates and customer markets. |
| As a trading company with only office premises, we have not been unduly affected by higher energy costs. |
| Middle East |
| The escalation of the conflict in the Middle East during 2026 to involve Iran and the USA has increased uncertainty in shipping, energy and raw material markets. However, the company has no customer exposure in Israel, the Palestinian territories or of course Iran, and only limited exposure in the Gulf. |
| Meanwhile we have been able to maintain a high level of volumes in other regions during this period thanks to the strong supplier relationships we have fostered with strategic suppliers in recent years. Meanwhile, although market prices rose, affecting our purchase prices, since this was an industry-wide phenomenon our customers accepted the necessary to ensure security of supply during this uncertain period. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The company is exposed to a variety of risks in the course of its business, and we have developed strategies for mitigating these risks as far as possible: |
| Price risk: Most of our sales are still made on a back-to-back basis, so we are not at risk of losses associated with holding stock when prices fall. In cases where we do hold stock, we have usually agreed selling prices for most purchases prior to receiving the product into stock. For balance, we can also expect to receive support from our principal suppliers if there are any major adverse fluctuations. |
| Supplier risk: In recent years we have reduced the likelihood that the production problems of any single supplier will have a major impact on our business by developing relationships with alternative suppliers of similar products. |
| Market risk: We are continuing our policy of geographical diversification to mitigate the effect that a downturn in any specific industry or country might have on the overall position of the company. |
| Exchange rate risk: Most of our sales are made in the same currency as the purchases, to create a natural hedge. Where this is not possible, we use foreign exchange contracts to minimize the risk of exchange rate movements. |
| Liquidity risk:Liquidity risk is the risk that insufficient working capital will be generated by the company's business activities and that in this event suitable sources of funding may not be available.The company controls this risk by maintaining levels of inventory only to satisfy placed customer orders. |
| Interest risk: The company has interest bearing assets comprising debtors earning interest at market rate. The company monitors the levels of interest. The company pays interest on trading loans. |
| Credit Risk: We have developed systems and procedures for assessing customers' creditworthiness and monitoring their payment behavior. We are also present in most of the major markets we sell to and as a result we have a very low incidence of bad debts. Sales to Nigeria are secured against confirmed Irrevocable Letters of Credit. Since late 2025 we have also had a credit insurance policy in place. |
| Summary |
| Despite challenging market conditions, the company has significantly increased its turnover and profitability in 2025 and 2026 thanks to the effect of long terms strategies and strong stakeholder relationships. We continue to follow and refine these successful strategies and expect to see this growth trend continue during the rest of 2026 and beyond. |
| SECTION 172(1) STATEMENT |
| The company's directors have regards to the matters set out in section 172(1) (a) to (f) of the Companies Act 2006 and have a duty to promote the success of the Company for the benefit of its members and in doing so has regard (amongst other matters) to: |
| (a) the likely consequences of any decision in the long term. |
| (b) the interests of the company's employees. |
| (c) the need to foster the company's business relationships with suppliers, customers and others. |
| (d) the impact of the company's operations on the community and the environment. |
| (e) the desirability of the company maintaining a reputation for high standards of business conduct. |
| (f) the need to act fairly as between members of the company. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| SECTION 172(1) STATEMENT - (CONTINUED) |
| 1. Stakeholder mapping and engagement activities within the reporting period. |
| The company interacts with a variety of stakeholder groups on a continuous basis, and seeks to engage and communicate with each group as transparently as possible within the necessary limitations of both general and specific confidentiality requirements. The stakeholder mapping below summaries the nature of these engagements and communication. |
Key Stakeholder Groups |
Why it is important to engage with this group |
How the Company engaged with this group |
Results of the engagement |
| Shareholders | The long term success of the company is dependent upon the ongoing confidence and support of its shareholders, who provide the bulk of the financing required for the business to function effectively. |
We kept the holding company (100% shareholders) updated on a monthly basis with our trading results and financial position, as well as any new developments which serve the company's goals. |
In spite of the ongoing challenges to the global economy due to the conflicts in Ukraine and the Middle East, the shareholders are enthusiastive about the company's future prospects and will continue to provide their full support. |
| Finance providers | Working capital is vital in enabling the company to carry on its business, and as such our banking partners play an important role and need to be kept informed about latest business patterns and new developments and opportunities. |
We provide monthly management reports to our main bankers and are also in touch with the bank at various levels on a day-to-day basis. We have also developed relationships with other new banks to deliver financing for future growth. |
In spite of the cash flow disruptions caused by forex shortages in some countries, we have engaged closely with our bankers to find solutions that all parties are comfortable with, ao that business has been able to continue as usual. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| SECTION 729 (1) STATEMENT - (Continued) |
| Workforce | The workforce, which includes employees, consultants and local agents, is critical to the success of the company. As well as engaging on a daily basis with customers and suppliers they are also responsible for providing the logistics, finance and admin services required for the business to function effectively and efficiently. |
As the team is relatively small, the directors are in direct contact with most members of staff on a daily or weekly basis. Communication is focused on task-based and project-based groupings with various whatsapp and skype groups used for sharing information, alongside Teams meetings for more detailed discussions. |
Since the pandemic we have been able to allow remote working without any negative impact on workflows. We have also been able to award bonuses from time to time where appropriate. As a result, our staff turnover is low and we have been able to retain a loyal and professional team. |
| Customers | In the types of specialist markets that Nesstra operates in, customer relationships are fundamental in achieving our corporate goals. Ultimately success can only be achieved through customer satisfaction. |
We are in contact with our key customers on a daily or weekly basis to follow up on various aspects of the business, and to offer technical advice and assistance where needed. We aim to visit them as frequently as possible, so that we can constantly improve our service and deepen our relationship with them. We have also held seminars where various aspects of the foam business have been discussed and ideas shared. |
We have successfully maintained our customer base during the turbulence of recent years and have won new customers in regions where we were not previously previously active in. Our ability to maintain supply and offer valuable advice strengthened our relationships with many of them. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| Suppliers | Supplier relationships are also fundamental to our success, both in terms of long term reliability of supply, and operational logistical efficiency. Our policy therefore is to seek long-term mutually-beneficial relationships with suppliers in the forefront of their markets. |
Senior management have regular face-to-face meetings with all the major suppliers, while also maintaining weekly or even daily contact with key partners. |
Our key suppliers have been impressed with our ability to move volumes in spite of the various global market disruptions of recent years. We have thereby been able to help mitigate the negative effects on our suppliers' businesses, and this has helped to strengthen our relationships with them, to the extent that they are keen to open up new territories for the company. |
| THIS REPORT WAS APPROVED BY THE BOARD AND SIGNED: |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2025. |
| PRINCIPAL ACTIVITY |
| Nesstra is a trusted supplier to various regions worldwide including Africa, Brazil the Middle East and the Balkans of quality chemicals, materials and machinery for use in a wide range of industries. |
| STRATEGIC REPORT |
| The directors have included Future Developments disclosure required by s419(4) in the Strategic Report. It forms part of this report by cross reference. |
| GOING CONCERN |
| The company does not prepare budgets and forecasts but have assessed their orders and potential markets that cover the period to December 2027 in order to assess going concern. It is anticipated that the company's level of activity will remain fairly constant over that period with similar results being attained in line with the current trading period. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and consequently have prepared the financial statements on a going concern basis. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2025. |
| FUTURE DEVELOPMENTS |
| The future developments of the business are disclosed in the Strategic Report. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Company's principal risks are customer credit risk, raw material costs and exposure to exchange rate movements. Exchange rate movements are managed by hedging to minimise the effect of major fluctuations on sales prices. All risks are monitored by the directors. |
| PRESENTATION CURRENCY |
| The financial statements are presented in US Dollars. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state that the financial statements comply with IFRS; |
| - | 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of PKB Accountants Limited as auditors of the company is to be proposed at the forthcoming Annual General Meeting. |
| THIS REPORT WAS APPROVED BY THE BOARD AND SIGNED: |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Energy and Carbon Report |
| forming part of the Report of the Directors |
| for the Year Ended 31 December 2025 |
| STREAMLINED ENERGY AND CARBON REPORTING |
| The Companies Act 2006 (Strategic Report and Directors’ Report) Regulation 2018 requires Nesstra |
| Services (UK) Limited to disclose annual UK energy consumption and Greenhouse Gas (GHG) emissions |
| from SECR regulated sources. Energy and GHG emissions have been independently calculated by |
| Envantage Ltd for the 12-month period ending 31st December 2025. |
| Reported energy and GHG emissions data is compliant with SECR requirements and has been |
| calculated in accordance with the GHG Protocol and SECR guidelines. Energy and GHG emissions are |
| reported from buildings and transport where operational control is held – this includes electricity, |
| gaseous fuels such as natural gas, and business travel in company-owned vehicles and grey fleet. The |
| table below details the SECR-regulated energy and GHG emission sources from the current and |
| previous reporting periods. |
| FY 2025 | FY 2024 | change % |
| Energy (kWh) |
| Natural gas | 32,150 | 29,073 | 10.6% |
| Company vehicles | 0.0 | 575 | -100.0% |
| Electricity | 19,031 | 19,367 | -1.7% |
| Business travel | 0.0 | 0.0 | 0.0% |
| Total energy | 51,181 | 49,015 | 4.4% |
| Emissions (CO2e) |
| Natural gas | 5.9 | 5.3 | 10.6% |
| Company vehicles | 0.0 | 0.1 | -100.0% |
| Electricity | 3.4 | 4.0 | -16.0% |
| Business travel | 0.0 | 0.0 | 0.0% |
| Total SECR emissions | 9.3 | 9.5 | -2.2% |
| Emission intensity ratio |
| £m turnover | 91.191 | 68.416 | 33.3% |
| Emissions intensity (tCO2e) (LB)/ $m turnover |
0.101 |
0.13 |
-26.6% |
| Nesstra Services (UK) Limited are committed to reducing their environmental impact and contribution to climate change through increased energy management and awareness and changes to operational procedures at their site. |
| Methodology |
| Activity data have been converted into equivalent energy and GHG emissions using emissions factors |
| published by the UK Government in 2025. |
| Electricity and natural gas disclosures have been calculated using metered kWh consumption taken |
| from supplier fiscal invoices via the landlord where available. Natural gas is charged for the entire |
| office and Nesstra occupy half of the space at Slough, therefore, 50% of consumption was allocated |
| to Nesstra. Pro rata estimates were made where consumption data was missing. |
| GHG emissions associated with Scope 2 purchased electricity have been reported using the location |
| based methodology, using the emissions factor for the residual fuel mix of the UK. |
| There were no mileage claims or fuel purchases for company vehicles or the grey fleet in FY25. |
| Report of the Independent Auditors to the Members of |
| forming part of the Report of the Directors |
| Nesstra Services (UK) Limited |
| Opinion |
| We have audited the financial statements of Nesstra Services (UK) Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Profit or Loss, 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 2025 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 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 Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Report of the Independent Auditors to the Members of |
| forming part of the Report of the Directors |
| Nesstra Services (UK) Limited |
| 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, 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 nine, 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. |
| Report of the Independent Auditors to the Members of |
| forming part of the Report of the Directors |
| Nesstra Services (UK) Limited |
| 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: |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. |
| . We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework IFRS, Companies Act 2006, Bribery Act 2010, Money Laundering regulations and relevant tax compliance regulations in the United Kingdom. |
| . We understood how Nesstra Services (UK) Limited is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through the review of the following documentation or completion of the following procedures: |
| . Review of all minutes of board meetings held during the period and through to the most recent meeting held prior to the approval of these financial statements; |
| . Review of accounting policies and completion of a disclosure checklist to assess compliance with IFRS and Companies Act 2006 |
| . Review of any relevant correspondence with local tax authorities; and |
| . Review of any relevant correspondence received from regulatory bodies |
| . We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur by holding a discussion within the audit team which included identification of related parties, understanding the company's business, the control environment and assessing the inherent risk for relevant assertions at the significant account level. We also held discussions with management and those charged with governance to gain an understanding of those areas of the financial statements which are susceptible to fraud, as identified by management. Following these procedures, we identified a risk of management override of control and risk of inappropriate revenue recognition. We gained an understanding of the entity level of controls and policies that the company applies. |
| . Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved testing of journal entries, with focus on journals indicating large or unusual transactions, or meeting our defined risk criteria based on our understanding of the business, reviewing accounting estimates for evidence of management bias and enquiries of senior members of the management team regarding their knowledge of any instances of non-compliance with laws and regulations that could impact the financial statements. |
| Report of the Independent Auditors to the Members of |
| forming part of the Report of the Directors |
| Nesstra Services (UK) Limited |
| Because of the inherent limitations of an audit, there is a risk that we will not detect irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than an error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
| 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. |
| for and on behalf of |
| Chartered Certified Accountants |
| Statutory Auditor |
| Beechey House |
| 87 Church Street |
| Crowthorne |
| Berkshire |
| RG45 7AW |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Statement of Profit or Loss |
| for the Year Ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | $ | $ |
| CONTINUING OPERATIONS |
| Revenue | 3 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| OPERATING PROFIT |
| Finance costs | 5 | (609,352 | ) | (1,254,033 | ) |
| Finance income | 5 | 589,629 | 486,357 |
| PROFIT BEFORE INCOME TAX | 6 |
| Income tax | 7 | ( |
) | ( |
) |
| PROFIT FOR THE YEAR |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Statement of Profit or Loss and Other Comprehensive Income |
| for the Year Ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| $ | $ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME |
| Item that will not be reclassified to profit or loss: |
| Unrealised exchange rate (Loss ) / gain | (40,653 | ) | (41,043 | ) |
| Income tax relating to item that will not be reclassified to profit or loss |
10,163 |
10,261 |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
( |
) |
( |
) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Statement of Financial Position |
| 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | $ | $ |
| ASSETS |
| NON-CURRENT ASSETS |
| Owned |
| Property, plant and equipment | 8 |
| Right-of-use |
| Property, plant and equipment | 8, 17 |
| Investments | 9 | 430,680 | 430,680 |
| Trade and other receivables | 11 |
| Deferred tax | 19 |
| CURRENT ASSETS |
| Inventories | 10 |
| Trade and other receivables | 11 |
| Tax receivable |
| Cash and cash equivalents | 12 |
| TOTAL ASSETS |
| EQUITY |
| SHAREHOLDERS' EQUITY |
| Called up share capital | 13 |
| Other non - distributable reserves | 14 |
| Retained earnings | 14 |
| TOTAL EQUITY |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Statement of Financial Position - continued |
| 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | $ | $ |
| LIABILITIES |
| NON-CURRENT LIABILITIES |
| Financial liabilities - borrowings |
| Lease liabilities | 16, 17 |
| Deferred tax | 19 | 2,481 | 12,644 |
| CURRENT LIABILITIES |
| Trade and other payables | 15 |
| Financial liabilities - borrowings |
| Bank overdrafts | 16 |
| Lease liabilities | 16, 17 |
| Tax payable |
| TOTAL LIABILITIES |
| TOTAL EQUITY AND LIABILITIES |
| The financial statements were approved the Board of Directors and authorised for issue on |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up | Other non |
| share | Retained | - distributable | Total |
| capital | earnings | reserves | equity |
| $ | $ | $ | $ |
| Balance at 1 January 2024 |
| Changes in equity |
| Total comprehensive income | - | ( |
) |
| Balance at 31 December 2024 |
| Changes in equity |
| Total comprehensive income | - | ( |
) |
| Balance at 31 December 2025 |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Statement of Cash Flows |
| for the Year Ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | $ | $ |
| Cash flows from operating activities |
| Cash generated from operations | 1 |
| Interest paid | ( |
) | ( |
) |
| Lease interest paid | (40,691 | ) | (43,272 | ) |
| Tax paid | ( |
) | ( |
) |
| Net cash from operating activities |
| Cash flows from investing activities |
| Sale of tangible fixed assets |
| Interest received |
| Net cash from investing activities |
| Cash flows from financing activities |
| Loans to related companies | ( |
) | ( |
) |
| Loans repaid by related |
| Loans to group companies | (18,181 | ) | (170,955 | ) |
| Loans from related companies | 2,294,931 | 382,957 |
| Payment of lease liabilities | ( |
) | ( |
) |
| Amount introduced by directors | 125,000 | 1,612,071 |
| Amount withdrawn by directors | (2,246,166 | ) | (1,394,619 | ) |
| Trade loans repaid in year | (6,681,712 | ) | (838,037 | ) |
| Loans repaid by group companies | 9,100 | - |
| Net cash from financing activities | ( |
) | ( |
) |
| (Decrease)/increase in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
3,009,582 |
650,709 |
| Cash and cash equivalents at end of year |
2 |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Statement of Cash Flows |
| for the Year Ended 31 December 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Profit before income tax |
| Depreciation charges |
| Loss/(profit) on disposal of fixed assets | ( |
) |
| Unrealised exchange gain / (Loss) | (40,652 | ) | (41,043 | ) |
| Finance costs | 609,352 | 1,254,033 |
| Finance income | (589,629 | ) | (486,357 | ) |
| 2,027,050 | 2,374,086 |
| Decrease in inventories |
| Decrease/(increase) in trade and other receivables | ( |
) |
| Increase in trade and other payables |
| Cash generated from operations |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31 December 2025 |
| 31.12.25 | 1.1.25 |
| $ | $ |
| Cash and cash equivalents | 2,267,808 | 3,827,456 |
| Bank overdrafts | ( |
) | ( |
) |
| 3,009,582 |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| $ | $ |
| Cash and cash equivalents | 3,827,456 | 785,228 |
| Bank overdrafts | ( |
) | ( |
) |
| 650,709 |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2025 |
| 1. | STATUTORY INFORMATION |
| Nesstra Services (UK) Limited is a |
| The presentation currency of the financial statements is the US Dollar ($). |
| The funcional currency of the company is $. |
| Amounts are rounded to the nearest one hundred unless otherwise stated. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparation |
| These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the UK ("Adopted International Financial Reporting Standards") and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention. |
| Going Concern |
| The company does not prepare budgets and forecasts but have assessed their orders and potential markets that cover the period to December 2027 in order to assess going concern. It is anticipated that the company's level of activity will remain fairly constant over that period with similar results being attained in line with the current trading period. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and consequently have prepared the financial statements on a going concern basis. |
| Preparation of consolidated financial statements |
| The company has taken advantage of the exemption under S400 of the Companies Act 2006 not to prepare group accounts as it is a wholly owned subsidiary of Vici Investments Limited. The Company's financial statements are individual entity financial statements. The Company's parent includes the results of Nesstra Services (UK) Limited in its consolidated statements. |
| Revenue recognition |
| Revenue represents sales of chemicals, materials and machinery net of VAT and trade discounts. Revenue is recognised when the risks and rewards of ownership of goods have been transferred to the customer. The risks and rewards of ownership of goods are deemed to have been transferred when the goods are shipped to, or are collected by the customer. |
| Interest receivable |
| Interest receivable relates to interest charged to customers upon late payment of trade receivables. This is accounted for on an accruals basis. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Property, plant and equipment |
| Short leasehold | - | Straight line over term of lease |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Computer equipment | - |
| Tangible assets are held at historical cost less accumulated depreciation and any accumulated impairment losses. |
| The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. |
| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and any costs of disposal are recognised in the Income statement. |
| At each balance sheet date, the Company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any. |
| If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately. |
| Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined ( net of depreciation ) had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately. |
| Investments |
| Investments in subsidiaries are measured at cost less accumulated impairment. |
| Investments in unlisted company shares, whose market value can be reliably determined, are remeasured at market value at the balance sheet date. Gains and losses on remeasurement are recognised in the Income statement for the period. Where market value cannot be reliably determined, such investments are stated at historical cost less impairment. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| Financial assets and liabilities are recognised in the Company's Statement of Financial Position when it becomes a party to the contractual provisions of the instrument. The Company's financial instruments comprise trade and other receivables, cash, loans and borrowings and trade and other payables. |
| A financial asset is derecognised either when the company has transferred substantially all the risks and rewards of ownership of the financial asset or when cash flows expire. A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired. |
| Financial instruments carried at amortised cost |
| Financial instruments in this category include trade and other receivables, accounts payable and accrued liabilities and interest-bearing borrowings, forward currency contracts. Financial instruments are recorded initially at fair value and, in the case of financial assets and liabilities carried at amortised cost, adjusted for directly attributable transaction costs. Trade and other receivables include financial assets are subsequently measured at amortised cost and is computed using the effective interest method less any allowance for impairment. Accounts payable and accrued liabilities and interest-bearing borrowings are subsequently measured at amortised cost using the effective interest rate method. |
| Impairment of financial assets |
| 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. The impairment loss is recognised in the income statement. |
| Non-derivative financial instruments |
| Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, and 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. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| 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 purpose only of the cash flow statement. |
| Interest-bearing borrowings |
| Interest-bearing 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. |
| Derivatives |
| Derivatives are accounted for at fair value through profit or loss. They are presented as current assets or liabilities if they are expected to be settled within 12 months of the year end. |
| Financial assets (including receivables) |
| A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. |
| An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. |
| Impairment excluding inventories |
| Non-financial assets |
| The carrying amounts of the Company's non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. |
| In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Inventories |
| Inventories are valued at the lower of cost and net realisable value. Cost is determined on a moving average cost basis. Net realisable value represents estimated selling price less costs to complete or sell. Provision is made for slow moving, obsolete or damaged stock where the net realisable value is less than the cost. |
| Taxation |
| Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period. |
| Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, to recover or settle the carrying amounts of its assets and liabilities. |
| Current or deferred tax for the year is recognised in Profit or Loss Statement, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively. |
| Foreign currencies |
| These financial statements are presented in US Dollars, the company's main functional currency. Transactions in foreign currencies are translated to the Company's functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Statement of Profit or Loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| The lease liabilities were discounted at a weighted discount rate of 4% and 6%. |
| Disclosures regarding right of use assets and lease liabilities and other disclosures can be found under the relevant Balance Sheet items and note 17. |
| Employee benefit costs |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate. |
| Employee benefits |
| 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. |
| Interest income |
| Interest income is recognised in the Income statement using the effective interest method. |
| Hedge accounting |
| The company enters into Foreign Exchange Forward hedging contracts that it recognises at fair value when it can be reliably measured. Changes in fair value are recognised in other comprehensive income. |
| Finance costs |
| Finance costs are charged to the Income statement 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. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Changes in accounting policies |
| a) New standards, interpretations and amendments not yet effective |
| The company has applied the following standards and amendments for the first time for its annual reporting period ended 31st December 2025 |
| • Lack of Exchangeability ( Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates ) |
| In August 2023, the IASB amended IAS 21 to help entities to determine whether a currency is exchangeable into another currency, and which spot exchange rate to use when it is not. |
| The amendments listed above did not have any material impact on the amounts recognised in the current or prior periods, and are not expected to significantly alter future periods, |
| The following amendments are effective for the annual reporting period beginning 1st January 2026 : |
| • Amendments to the classification and measurement of financial instruments ( Amendments to IFRS 9 Financial Instruments and IFRS 7 ) |
| On 30 May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. |
| The Company does not expect these amendments to have a material impact on its operations or financial statements. |
| • Contracts referencing Nature - dependent Electricity ( Amendments to IFRS 9 and IFRS 7 ) |
| The following standards and amendments are effective for the annual reporting period beginning 1 January 2027 : |
| • IFRS 18 Presentation and Disclosure in Financial Statements |
| IFRS 18 will replace IAS 1 Presentation of Financial Statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management - defined performance measures within the financial statements. |
| Company management is currently assessing the detailed implications of applying this new standard in the company's financial statements. |
| The company will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the comparative information for the financial year ending 31 December 2026 will be restated in accordance with IFRS 18. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| • IFRS 19 Subsidiaries without Public Accountability : Disclosures. |
| Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of parent entities that report under IRS Accounting Standards to apply reduced disclosure requirements. |
| The company does not expect this standard to have any impact on its operations or financial statements. |
| The Company is currently assessing the impact of these new accounting standards and |
| amendments. |
| Significant judgements and estimates |
| In the application of the Company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
| Critical accounting estimates and assumptions: |
| The company makes estimates and assumptions concerning the future. The resulting accounting estimates will seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below: |
| (i) Useful economic lives of tangible assets |
| The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates based on physical condition and economic utilisation of the assets. See note 8 for the carrying amount of the assets and the accounting policies note Tangible Fixed Assets for the useful economic lives of each class of asset. |
| (ii) Impairment of debtors |
| The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. |
| See note 11 for the net carrying amount of the debtors. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| (iii) Income tax - provisions for income taxes. |
| The company establishes provisions based on reasonable estimates for possible consequences of review by the tax authorities. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits. |
| (iv) Trade and other payables |
| The company trades with customers in the European Union. As a result of this the Company is potentially exposed to changes in direct and indirect taxation arising from Brexit, subject to any deal that is negotiated between the United Kingdom and the European Union. |
| In calculating the company's liabilities , the company has assumed that the deal reached does not result in any material liability crystalizing. However this can only be confirmed when the detail of any deal is fully understood. As the position becomes clearer, the Directors will update their estimates accordingly. |
| See note 15 for the net carrying amount in trade and other payables. |
| (v) The determination of the incremental borrowing rate used to measure lease liabilities |
| The borrowing rate is determined either by the rate inherent in the lease unless this is not readily determinable, in which case the company's incremental borrowing rate on commencement of the lease is used. |
| (vi) The recoverability of loans to associated companies |
| The company trades with associated companies and has granted loans to associated companies. The company does not make provisions against these balances and considers that all balances are fully recoverable. (see note 22) |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 3. | REVENUE |
| Revenue from contracts with customers |
| The company has disaggregated revenue into various categories in the following table that is intended to: |
| a) depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic data; and |
| b) to enable users to understand the relationship with revenue segment information |
| 31 December 2025 |
31 December 2024 |
| $ | $ |
| Chemicals, Plastics and Raw Materials | 110,552,067 | 82,932,115 |
| Commission received | - | - |
| Machinery and Spare Parts | 12,098,574 | 2,749,009 |
| 122,650,641 | 85,681,124 |
| % | % |
| Europe | 10.10 | 15.03 |
| Middle East + Levant | 13.13 | 9.02 |
| North Africa | 11.37 | 9.76 |
| North America | 0.06 | 3.15 |
| South America | 7.52 | 2.74 |
| Sub-Saharan Africa | 57.82 | 60.29 |
| 100.00 | 100.00 |
| Liabilities related to contract with customers |
| The company recognised liabilities of $nil (2024: $Nil) in relation to contracts with customers representing payments in advance of the delivery of goods. No revenue was recognised in the current reporting period relating to contract liabilities carried forward. |
| 4. | EMPLOYEES AND DIRECTORS |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 31.12.25 | 31.12.24 |
| Directors | - | 1 |
| Accounts and administration | 5 | 5 |
| Logistics | 4 | 6 |
| Technical and Chemical sales | 1 | 1 |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Directors' fees and remuneration | 648,013 | 272,767 |
| Key Management Personnel Compensation |
| Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the company. This includes the directors of the company, the financial controller and other key personnel. |
| The total remuneration paid to the Key Management personnel in the year totalled $1,213,106 (2024 : $723,760) |
| During the year one of the directors was paid salary by Nesstra Services (UK) Limited and another four directors invoiced the company for fees in respect of management services and consultancy supplied to the company. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 5. | NET FINANCE COSTS |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Finance income: |
| Interest received | 589,629 | 486,357 |
| Notional interest on subordinate loan | - | - |
| 589,629 | 486,357 |
| Finance costs: |
| Interest expense on financial liabilities | 568,661 | 1,210,761 |
| Interest expense on lease liabilities | 40,691 | 43,272 |
| 609,352 | 1,254,033 |
| Net finance Income / (costs) | (19,723 | ) | (767,676 | ) |
| The Company holds interest free loans with other companies, as set out in note 22. Under IFRS, the directors have prescribed a notional market rate of interest to these loans, which represents the Finance income received above. |
| 6. | PROFIT BEFORE INCOME TAX |
| The profit before income tax is stated after charging/(crediting): |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Cost of inventories recognised as expense |
| Leases | 21,178 | 26,284 |
| Depreciation - owned assets |
| Depreciation - assets on finance leases |
| Loss/(profit) on disposal of fixed assets | ( |
) |
| Auditors' remuneration | 70,965 | 59,829 |
| Realised currency variance | (24,215 | ) | (26,719 | ) |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 7. | INCOME TAX |
| Analysis of tax expense |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Current tax: |
| Tax |
| Deferred tax | ( |
) |
| Total tax expense in statement of profit or loss |
| Factors affecting the tax expense |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Profit before income tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes | 29,332 | 33,433 |
| Income not subject to tax | - | (216 | ) |
| Depreciation in excess of capital allowances | 130,187 | 217,326 |
| Capitalised expenses deductible for tax purposes | (141,055 | ) | (219,780 | ) |
| Tax expense |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 8. | PROPERTY, PLANT AND EQUIPMENT |
| Fixtures |
| Short | Plant and | and |
| leasehold | machinery | fittings |
| $ | $ | $ |
| COST |
| At 1 January 2025 |
| Additions |
| Disposals | ( |
) | ( |
) |
| Reclassification/transfer |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| Motor | Computer |
| vehicles | equipment | Totals |
| $ | $ | $ |
| COST |
| At 1 January 2025 |
| Additions |
| Disposals | ( |
) | ( |
) |
| Reclassification/transfer |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 8. | PROPERTY, PLANT AND EQUIPMENT - continued |
| Short leasehold, plant and machinery and motor vehicles include right of use assets relating to buildings, storage tanks and motor vehicles which are subject to operating leases. See note 17. |
| 9. | INVESTMENTS |
| Shares in |
| group |
| undertaking |
| $ |
| COST |
| At 1 January 2025 |
| and 31 December 2025 | 430,680 |
| NET BOOK VALUE |
| At 31 December 2025 | 430,680 |
| At 31 December 2024 | 430,680 |
| The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Registered office: Brazil |
| Nature of business: |
| % |
| Class of shares: | holding |
| 10. | INVENTORIES |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Raw materials |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 11. | TRADE AND OTHER RECEIVABLES |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Current: |
| Trade debtors |
| Bad debts | (856,222 | ) | (742,015 | ) |
| Amounts owed by group undertakings |
| Amounts owed by related parties |
| Other debtors | 58,348 | 62,674 |
| Directors' current accounts | 1,841,974 | 82,697 |
| VAT |
| Prepayments |
| Non-current: |
| Other debtors |
| Aggregate amounts |
| Amounts owed by related parties are unsecured, interest free and payable on demand. |
| The Trade Debtors due from Group companies and Related Parties are detailed in Note 22 Related Party Transactions. |
| 12. | CASH AND CASH EQUIVALENTS |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Cash in hand |
| Bank accounts |
| 13. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.25 | 31.12.24 |
| value: | $ | $ |
| Ordinary | £1 | 870,568 | 870,568 |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 14. | RESERVES |
| Other non |
| Retained | - distributable |
| earnings | reserves | Totals |
| $ | $ | $ |
| At 1 January 2025 | 15,049,707 |
| Profit for the year |
| Unrealised currency exchange |
| movement | - | (40,653 | ) | (40,653 | ) |
| Deferred tax provision on unrealised exchange movement |
- |
10,163 |
10,163 |
| At 31 December 2025 | 16,144,515 |
| 15. | TRADE AND OTHER PAYABLES |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Current: |
| Trade creditors |
| Amounts owed to related parties | 2,732,064 | 437,134 |
| Social security and other taxes |
| Other creditors |
| Accruals and deferred income | 699,355 | 721,470 |
| Directors' current accounts | 233,418 | 595,307 |
| Amounts owed to participating interests are unsecured, interest free and repayable on demand. |
| The Trade creditor amounts owed to Group Companies and Related Parties are detailed in Note 22 Related Party Transactions |
| 16. | FINANCIAL LIABILITIES - BORROWINGS |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Current: |
| Bank overdrafts |
| Bank loans |
| Leases (see note 17) | 462,969 | 336,136 |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 16. | FINANCIAL LIABILITIES - BORROWINGS - continued |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Non-current: |
| Other loans - 1-2 years | 13,639,552 | 13,639,552 |
| Leases (see note 17) | 10,836 | 279,965 |
| Terms and debt repayment schedule |
| 1 year or |
| less | 1-2 years | 2-5 years | Totals |
| $ | $ | $ | $ |
| Bank overdrafts | - | - |
| Bank loans |
| Other loans | - | 13,639,552 | - | 13,639,552 |
| Leases | 462,969 | 9,425 | 1,411 | 473,805 |
| Other loans |
| Other loans relate to the Subordinated loan as mentioned in note 25. This is owed to a related party. |
| Secured bank facility |
| The company has credit line facilities which are repayable on demand. The collateral for these funds is the goods received within the credit line and claims arising under contracts that were financed using these credit line.They are also secured upon family assets. |
31 December 2025 |
Cash flows |
31 December 2024 |
| Secured bank facility | 4,673,022 | (6,681,712 | ) | 11,354,734 |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 17. | LEASING |
| Right-of-use assets |
| Property, plant and equipment |
| 31.12.25 | 31.12.24 |
| $ | $ |
| COST |
| At 1 January 2025 | 1,574,840 | 168,004 |
| Additions | 327,056 | 1,441,777 |
| Disposals | (746,854 | ) | (34,941 | ) |
| Reclassification/transfer | 40,467 | - |
| 1,195,509 | 1,574,840 |
| DEPRECIATION |
| At 1 January 2025 | 972,988 | 139,921 |
| Charge for year | 522,712 | 868,008 |
| Eliminated on disposal | (746,854 | ) | (34,941 | ) |
| 748,846 | 972,988 |
| NET BOOK VALUE |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 17. | LEASING - continued |
| All leases are accounted for by recognising a right-of-use asset and a lease liability except for : |
| - Leases of low value assets ; and |
| - Leases with a duration of 12 months or less |
| Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless this is not readily determinable, in which case the company's incremental borrowing rate on commencement of the lease is used. |
| Right-of-use assets are initially recognised at the amount of the lease liability, reduced for any lease incentives received, and increased for lease payments made at or before commencement of the lease, and by the amount of any provision recognised where the company is contractually required to dismantle, remove or restore the leased asset. |
| Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the economic life of the asset if this is judged to be shorter than the lease term. |
| When the company renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the modification: |
| If the renegotiation results in one or more additional assets being leased for an amount commensurate with the standalone price for the additional rights-of-use obtained, the modification is accounted for as a separate lease in accordance with the above policy |
| In all other cases where the renegotiation increases the scope of the lease ( Whether that is an extension to the lease term, or one or more additional assets being leased) , the lease liability is remeasured using the discount rate applicable on the modification date, with the right-of-use asset being adjusted by the same amount. |
| If the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability and right-of-use asset are reduced by the same proportion to reflect the partial or full termination of the lease with any difference recognised in profit or loss. The lease liability is then further adjusted to ensure its carrying amount reflects the amount of the renegotiated payments over the renegotiated term, with the modified lease payments discounted at the rate applicable on the modification date. The right-of-use asset is adjusted by the same amount. |
| Other leases |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Short-term leases | 21,178 | 26,284 |
| At the 31st December 2025, the company was committed to short term leases and the total commitment at that date was $12,985. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 17. | LEASING - continued |
| Lease liabilities |
| Minimum lease payments fall due as follows: |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Gross obligations repayable: |
| Within one year | 475,527 | 359,504 |
| Between one and five years | 11,077 | 287,525 |
| 486,604 | 647,029 |
| Finance charges repayable: |
| Within one year | 12,558 | 23,368 |
| Between one and five years | 241 | 7,560 |
| 12,799 | 30,928 |
| Net obligations repayable: |
| Within one year | 462,969 | 336,136 |
| Between one and five years | 10,836 | 279,965 |
| 473,805 | 616,101 |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 18. | FINANCIAL INSTRUMENTS |
| Fair values of financial instruments |
| Trade and other receivables |
| The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material. |
| Trade and other payables |
| The fair value of trade and other payables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material. |
| Cash and cash equivalents |
| The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. Where it is not repayable on demand then the fair value is estimated at the present value of future cash flows, discounted at the market rate of interest at the balance sheet date. |
| Credit Risk |
| The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: |
| Carrying Amount | 2025 | 2024 |
| Trade and other receivables | $66,229,286 | $65,332,970 |
| Cash and cash equivalents | $1,256,020 | $3,009,582 |
| Trade and other payables | $33,567,548 | $29,114,644 |
| Exposure to credit, liquidity and market risk arises in the normal course of the company's business. |
| 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 from customers. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| Financial instruments that may subject the company to concentrations of credit and liquidity risk consist primarily of cash, cash equivalents and trade receivables. The company continually monitors its position with, and the credit quality of, the financial institutions, which are counterparts to its financial instruments, and does not anticipate non - performance. |
| The company's policy in respect of credit risk is to visit customer's premises prior to granting terms; to follow up payments closely whenever (or before) they fall due; to monitor credit limits and terms in relation to payment performance. All sales to Nigeria are made on a secured basis e.g. letters of credit confirmed by first class European banks. |
| The ageing of trade receivables at the reporting date was: |
| Gross | Impairment | Gross | Impairment |
| 2025 | 2025 | 2024 | 2024 |
| Not past due | $22,073,943 | Nil | $21,016,805 | Nil |
| Past due 0 to 30 days | $2,779,806 | Nil | $2,696,400 | Nil |
| Past due 31 to 60 days | $4,088,335 | Nil | $1,786,892 | Nil |
| More than 61 days | $22,037,722 | 856,222 | $24,420,817 | 742,015 |
| Liquidity Risk |
| Liquidity risk arises from the Company's management of working capital and the finance charges and principal repayments on debt instruments. It is the risk that the company will encounter difficulty in meeting its financial obligations as they fall due. The company's policy is to ensure that it will always have sufficient cashflow to allow it to meet its liabilities when they become due. To achieve this aim, the company seeks to maintain cash balances or agreed facilities , to meet expected requirements for a period of at least 45 days. |
| The company has cash balances at year end totalling $1,256,020 (2024: $3,009,582) and also has access to funds via its related parties and beneficial owner. As such, liquidity is not seen as a significant risk for the business. |
| Market Risk |
| Market risk arises from the Company's use of interest bearing, tradable and foreign currency financial instruments.It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rate , foreign exchange rates or other market factors . |
| However the Directors are of the opinion that the value of the provision is fairly stated at the Balance Sheet date and no material changes in the carrying amount are anticipated. |
| Derivative financial instruments |
| Derivatives - hedging instrument |
| The total derivatives designated as hedging instruments are: |
| 2025 | 2024 |
| Forward foreign exchange contracts - cash flow hedges | $(9,925 | ) | $(50,577 | ) |
| The above are the total derivative financial liabilities that are all current |
| The maximum exposure to credit risk at the reporting date is the fair value of the derivative |
| liabilities in the statement of financial position. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| Foreign exchange risk / Cash flow forward foreign exchange contracts |
| Foreign exchange risk arises when the company enters into transactions denominated in a currency other than their functional currency. Where the risk to the company is considered to be significant, the company will enter into a matching forward foreign exchange contract with a reputable bank. |
| The hedged forecast transactions denominated in foreign currency are expected to occur at various dates within the next 12 months. Gains and losses recognised in the hedging reserve in equity on forward foreign exchange contracts as at 31 December 2025 are recognised in the company statement of other comprehensive income in the period or periods during which the hedged forecast transaction affects the statement of other comprehensive income. This is generally within 12 months from the end of the financial year unless the gain or loss is included in the initial carrying value of non-current assets through a basis adjustment (immediate transfer from cash flow hedging reserve to cost of asset) in which case recognition is over the lifetime of the asset as it is depreciated. |
| 19. | DEFERRED TAX |
| Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (2023: 25%). |
| The movement on the deferred tax account is as shown below |
| 31.12.25 | 31.12.24 |
| $ | $ |
| Balance at 1 January | 6,745 | 16,317 |
| Accelerated capital allowances | (75 | ) | 689 |
| Timing Differences | (10,163 | ) | (10,261 | ) |
| Balance at 31 December | ( |
) |
| Deferred tax assets have been recognised in respect of temporary differences giving rise to deferred tax assets where the directors believe it is probable that these assets will be recovered |
| 20. | PENSION COMMITMENTS |
| The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost and charge represents contributions payable by the company to the fund and amounted to $41,691 (2024: $42,929) |
| At the balance sheet date there were $6,281 contributions payable (2024: $5,841). |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 21. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| At the beginning of the year a director owed the company $82,697. This was repaid during the year. At the the balance sheet date, the director owed $nil to the company. |
| At the beginning of the year a director was owed $334,424 by the company. During the year advances totalling $2,611,398 were made to the director. Repayments made by the director during the year totalled $125,000. At the balance sheet date the balance due to the company totalled $1,841,973. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 22. | RELATED PARTY DISCLOSURES |
| Trading transactions |
| During the year transactions were entered into with the following related parties who are not members of a group at normal commercial rates: |
| Sale of goods/ recharged expenses |
Sale of goods/ recharged expenses |
Interest receivable |
Interest receivable |
Amounts owed by related parties |
Amounts owed by related parties |
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| $ | $ | $ | $ | $ | $ |
| Companies in which a Director has a significant controlling interest |
15,355,179 |
11,633,073 |
588,882 |
470,904 |
13,055,124 |
18,044,437 |
Purchase of goods |
Purchase of goods |
Amounts owed to related parties |
Amounts owed to related parties |
| 2025 | 2024 | 2025 | 2024 |
| $ | $ | $ | $ |
| Companies in which a Director has a significant controlling interest |
1,000,585 |
748,309 |
59,061 |
542,283 |
| Sales of goods to related parties were made at the market prices. Purchases were made at market rates to reflect the quantity of goods purchased and the relationships between the parties. |
| The amounts outstanding are unsecured and will be settled in cash. No guarantees have been made or received. No provisions have been made for doubtful debts in respect of the amounts owed by related parties. |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| Other related party transactions were as follows :- |
| Consultancy fees, commissions and Directors Fees were paid to related parties in the year. |
| 2025 | 2024 |
| $ | $ |
| Directors fees | 620,000 | 161,000 |
| Consultancy | 375,000 | 240,000 |
| Loans to related parties |
| 2025 | 2024 |
| $ | $ |
| Owed to Nesstra by related parties in which a Director has a significant interest |
12,458,320 |
11,624,964 |
| Owed by Nesstra to related parties in which a Director has a significant interest |
2,732,064 |
437,134 |
| Loan owed by Ultimate Parent company | 5,317 | 2,452 |
| Loan owed by Parent company | 107,474 | 92,158 |
| Owed by a subsidiary | 497,014 | 506,114 |
| The above loans are interest free and repayable on demand. |
| Subordinated loan |
| The subordinated loan relates to a company in which a Director has a significant controlling interest. Note 25 highlights the amount owed by Nesstra at the reporting date. The loan is unsecured and there is a formal Waiver of Interest in place relating to the loan. |
| 23. | ULTIMATE CONTROLLING PARTY |
| The immediate parent company at the balance sheet date was VICI Investments Ltd a company incorporated in Malta , which owns 100% of the issued share capital of Nesstra Services (UK) Limited. |
| The ultimate parent is VICI Trust. |
| The ultimate controlling party is A Hitti. |
| Copies of the group accounts are available from: |
| VICI Investment Limited |
| Ground Floor, Palace Court |
| Church Street |
| St Julians |
| STJ3049 |
| MALTA |
| Nesstra Services (UK) Limited (Registered number: 01678234) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 24. | DEBENTURES AND CHARGES |
| A rent deposit deed dated 13 February 2013 is registered at Companies House for the rent deposit of $9,938 with Bloomsbury Properties Limited with the following particulars: |
| All monies due or to become due from the company to the charge under the terms of the aforementioned instrument creating or evidencing the charge. |
| 25. | SUBORDINATED LOAN |
| The subordinated loan payable to Tracmaco SA $14,594,000 is unsecured and is repayable in full on 9 June 2027. |
| The subordinated loan is subject to interest costs of 7%. There is a formal waiver of Interest in place. |