REGISTERED NUMBER: 15647695 (England and Wales)

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 December 2025

for

Woodcote Group Ltd

Page

Group Strategic Report

1

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

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

REVIEW OF BUSINESS

The directors are pleased to report a successful period for the group.

The group has generated £29,483,200 (2024: £16,857,710) of turnover in the period, generating profits before tax of £3,984,685 (2024: £10,920,912) to give satisfactory results. Negative goodwill generated on formation of the group of £7,710,346 was amortised in the prior period. Excluding the impact of this, profits before tax of £3,210,566 were generated in the prior period. EBITDA in the period was £4,095,068 (2024: £3,423,332). The directors wish to note that due to the date which the group was formed, the prior period results include only 7 months of the subsidiary trade.

At the period end the group had net assets of £11,013,182 (2024: £9,232,790) including distributable profits of £10,713,182 (2024: £8,932,790). The directors therefore believe the group's position to be satisfactory, especially as current assets exceed its current liabilities by £10,782,508 (2024: £9,040,820) while the group holds cash of £1,098,553 (2024: £2,427,489).

PRINCIPAL RISKS AND UNCERTAINTIES

The financial performance of the group is impacted by the UK (and worldwide) economic environment. Demand for the group's products can be influenced by the level of construction activity and residential and commercial development. These activity levels are sensitive to both wider economic conditions but also the prevailing regulatory environment, including changes to building safety and environmental policy. The market in which the group operates is subject to competition from national and regional operators, and price competition is keen. The directors believe that the quality of the group's products and ongoing contingent arrangements will help mitigate this risk.

The group is exposed to several financial risks:

Price risk

The group is exposed to price risk across many of its products, but particularly those impacted by commodity prices. The group has in place stringent price-monitoring practices and employs strategies to mitigate the impact of any unfavourable price movements.

Credit risk

Credit risk primarily applies to the group's trade debtors. The group has in place strict policies governing the provision and monitoring of credit accounts and imposes suitable credit limits with reference to data from external sources such as credit reference agencies. Outstanding debt is pro-actively managed in line with group policies, and such management can include taking formal steps to recover amounts due.

Foreign currency risk

The group has some exposure to exchange rate fluctuation as it purchases a proportion of its inventories in currencies other than Sterling. This exposure is to USD and Euro movements against the GBP. Exchange rates are actively monitored, and currency is from time to time held in non-Sterling denominations. Commercial arrangements with suppliers are structured to mitigate currency risk where practical.

Liquidity risk

The group manages its cashflow to ensure that it has sufficient cash to meet its liabilities as they fall due. The group operates rolling short-term liquidity forecasting and monitors actual cash against these forecasts. Longer term cash flow forecasts are also maintained, regularly reviewed and updated for actual performance.

KEY PERFORMANCE INDICATORS

The directors consider the following financial key performance indicators as the metrics against which business performance is best tracked:

Measure

Y/e 31/12/2025

P/e 31/12/2024

Revenue

£29.5m

£16.9m

Gross Profit

£10.6m

£6.5m

Gross Margin %

35.7%

38.8%

EBITDA

£4.1m

£3.4m

EBITDA reconciles to Operating Profit as below:

Y/e 31/12/2025

P/e 31/12/2024

Operating Profit

£4.0m

£3.2m

Depreciation on Fixed Assets

£0.1m

£0.2m

EBITDA

£4.1m

£3.4m

FUTURE DEVELOPMENTS

The directors believe that there is a strong foundation to build the business further and improve on the current year's results. The group will continue to focus on growing market share through developing and sourcing excellent quality products, including own-branded products, and delivering best-in-class customer service.

ON BEHALF OF THE BOARD:

Mr L Reiner - Director

2 September 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the sale of components to the building services sector.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 will be £1,230,000.

DIRECTORS

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

Mr B G Reiner

Mrs C G Reiner

Mrs D Reiner

Mrs F Reiner

Mr G Reiner

Mr L Reiner

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

Drummond Laurie CA are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

Mr L Reiner - Director

2 September 2026

Opinion

We have audited the financial statements of Woodcote Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

Based on our understanding of the company, we identified that the principal risks of non-compliance with laws and regulations related to fraudulent manipulation of the financial statements, including the risk of override of controls, to reduce profits and tax liabilities. We determined that the most likely method of manipulation would be the posting of inappropriate journal entries. Audit procedures performed by the audit engagement team consisted of a review of large and unusual journal entries, challenging assumptions and judgements made by management in significant accounting estimates, discussions with management related to known or suspected instances of non-compliance with laws and regulations, review of Board minutes where available, and an evaluation of management controls designed to prevent and detect irregularities.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations or through collusion.

A further description of our responsibilities 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.

Greig Brown (Senior Statutory Auditor)

for and on behalf of Drummond Laurie CA

Statutory Auditor

Unit 5

Gateway Business Park

Beancross Road

Grangemouth

FK3 8WX

3 September 2026

TURNOVER

29,483,200

16,857,710

Cost of sales

(18,841,599

)

(10,325,675

)

GROSS PROFIT

10,641,601

6,532,035

Administrative expenses

(6,626,927

)

(3,313,511

)

OPERATING PROFIT

4

4,014,674

3,218,524

Negative goodwill amortisation

5

-

7,710,346

4,014,674

10,928,870

Interest payable and similar expenses

6

(29,989

)

(7,958

)

PROFIT BEFORE TAXATION

3,984,685

10,920,912

Tax on profit

7

(974,293

)

(813,609

)

PROFIT FOR THE FINANCIAL YEAR

3,010,392

10,107,303

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,010,392

10,107,303

Profit attributable to:

Owners of the parent

3,010,392

10,107,303

Total comprehensive income attributable to:

Owners of the parent

3,010,392

10,107,303

FIXED ASSETS

Intangible assets

10

(304,135

)

(497,116

)

Tangible assets

11

665,534

863,931

Investments

12

-

-

361,399

366,815

CURRENT ASSETS

Stocks

13

8,890,691

7,912,496

Debtors

14

6,054,815

5,908,747

Cash at bank

1,098,553

2,427,489

16,044,059

16,248,732

CREDITORS

Amounts falling due within one year

15

(5,261,551

)

(7,207,912

)

NET CURRENT ASSETS

10,782,508

9,040,820

TOTAL ASSETS LESS CURRENT LIABILITIES

11,143,907

9,407,635

PROVISIONS FOR LIABILITIES

17

(130,725

)

(174,845

)

NET ASSETS

11,013,182

9,232,790

CAPITAL AND RESERVES

Called up share capital

18

300,000

300,000

Retained earnings

19

10,713,182

8,932,790

SHAREHOLDERS' FUNDS

11,013,182

9,232,790

The financial statements were approved by the Board of Directors and authorised for issue on 2 September 2026 and were signed on its behalf by:

Mr L Reiner - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

5,245,800

5,245,800

5,245,800

5,245,800

CREDITORS

Amounts falling due within one year

15

(2,595,800

)

(3,195,800

)

NET CURRENT LIABILITIES

(2,595,800

)

(3,195,800

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,650,000

2,050,000

CAPITAL AND RESERVES

Called up share capital

18

300,000

300,000

Retained earnings

19

2,350,000

1,750,000

SHAREHOLDERS' FUNDS

2,650,000

2,050,000

Company's profit for the financial year

1,830,000

2,783,171

The financial statements were approved by the Board of Directors and authorised for issue on 2 September 2026 and were signed on its behalf by:

Mr L Reiner - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

300,000

-

300,000

Dividends

-

(1,174,513

)

(1,174,513

)

Total comprehensive income

-

10,107,303

10,107,303

Balance at 31 December 2024

300,000

8,932,790

9,232,790

Changes in equity

Dividends

-

(1,230,000

)

(1,230,000

)

Total comprehensive income

-

3,010,392

3,010,392

Balance at 31 December 2025

300,000

10,713,182

11,013,182

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

300,000

-

300,000

Dividends

-

(1,033,171

)

(1,033,171

)

Total comprehensive income

-

2,783,171

2,783,171

Balance at 31 December 2024

300,000

1,750,000

2,050,000

Changes in equity

Dividends

-

(1,230,000

)

(1,230,000

)

Total comprehensive income

-

1,830,000

1,830,000

Balance at 31 December 2025

300,000

2,350,000

2,650,000

Cash flows from operating activities

Cash generated from operations

1

1,974,117

3,567,681

Interest paid

(29,989

)

(7,958

)

Tax paid

(1,155,297

)

(738,852

)

Net cash from operating activities

788,831

2,820,871

Cash flows from investing activities

Purchase of intangible fixed assets

(50,000

)

-

Purchase of tangible fixed assets

(24,977

)

(27,786

)

Net cash from investing activities

(74,977

)

(27,786

)

Cash flows from financing activities

New loans in year

1,150,284

-

Loan repayments in year

-

(694,332

)

Amount introduced by directors

-

549,083

Amount withdrawn by directors

(1,963,074

)

-

Cash introduced on acquisition

-

954,166

Equity dividends paid

(1,230,000

)

(1,174,513

)

Net cash from financing activities

(2,042,790

)

(365,596

)

(Decrease)/increase in cash and cash equivalents

(1,328,936

)

2,427,489

Cash and cash equivalents at beginning of year

2

2,427,489

-

Cash and cash equivalents at end of year

2

1,098,553

2,427,489

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

Period

15.4.24

Year Ended

to

31.12.25

31.12.24

£

£

Profit before taxation

3,984,685

10,920,912

Depreciation charges

80,393

204,808

-

(7,710,346

)

Finance costs

29,989

7,958

4,095,067

3,423,332

Increase in stocks

(978,195

)

(922,024

)

(Increase)/decrease in trade and other debtors

(146,068

)

388,285

(Decrease)/increase in trade and other creditors

(996,687

)

678,088

Cash generated from operations

1,974,117

3,567,681

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,098,553

2,427,489

Period ended 31 December 2024

31.12.24

15.4.24

£

£

Cash and cash equivalents

2,427,489

-

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

2,427,489

(1,328,936

)

1,098,553

2,427,489

(1,328,936

)

1,098,553

Debt

Debts falling due within 1 year

-

(1,150,284

)

(1,150,284

)

-

(1,150,284

)

(1,150,284

)

Total

2,427,489

(2,479,220

)

(51,731

)

1.	STATUTORY INFORMATION

Woodcote Group Ltd is a private company, limited by shares, domiciled in England, registration number 15647695. The registered office is Unit C Redlands, Coulsdon, Surrey, United Kingdom, CR5 2HT.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

The consolidated accounts are prepared in accordance with the group’s accounting principles and include the accounts of the parent company and all subsidiaries. Subsidiaries are consolidated from the date the group exercises control or influence over the company. Divested companies are included in the consolidated accounts until the date the group ceases to control or exercise influence over them. In preparing the consolidated financial statements any intra-group transactions have been eliminated. Foreign subsidiaries are translated using the current rate for the assets and liabilities and the average rate for turnover and expenses.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

1. Useful lives of depreciable assets (Property, Plant and Equipment)

Management reviews the useful lives and residual values of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technological obsolescence and changes in usage, which could impact future depreciation charges.

2. Impairment of trade receivables

The group estimates the provision for expected credit losses (or impairment) of trade receivables. This requires assumptions regarding the likelihood of collection and the credit risk profile of customers based on past experience and forward-looking economic factors.

3. Inventory valuation and provisions

Management reviews the net realisable value (NRV) of inventory to assess potential impairment. Estimates are applied when determining the selling price less costs to sell, and judgements are required regarding obsolescence, physical damage, and shifting consumer demand.

Turnover

Turnover represents net invoiced sales of components to the building services sector, excluding value added tax. Sales are recognised at the point at which the goods are delivered or the service is complete.

Goodwill

Negative goodwill generated on formation of the group is being been written off over 5 years in line with the value of the non-monetary assets against which it was generated against at the formation date.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets and depreciation

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

Short leasehold

-

10% on cost

Computer equipment

-

33% on cost, 25% on cost, 20% on cost and 15% on cost

Plant and machinery

-

33% on cost, 20% on cost and 15% on cost

Fixtures and fittings

-

33% on cost, 25% on cost, 15% on cost and 10% on cost

Motor vehicles

-

25% on reducing balance

Office equipment

-

33% on reducing balance and 25% on reducing balance

Tangible fixed assets are stated at cost less depreciation. Cost represent purchase price together with any incidental costs of acquisition.

The directors have considered the residual value of all tangible fixed assets to be immaterial and therefore all tangible fixed assets are depreciated to nil value.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is represented by purchase price.

Financial instruments

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

Basic financial assets (including trade and other debtors, cash and bank balances) and basic financial liabilities (including trade and other creditors) are initially measured at the transaction price. They are subsequently measured at amortized cost using the effective interest method, less any provision for impairment.

At the end of each reporting period, the group assesses whether there is objective evidence of impairment of any financial asset. If there an impairment loss is recognised in the income statement.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity. Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled, or expires.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Provisions

Provisions are recognised when the company has a legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are discounted where the time value of money is material.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand and highly liquid interest-bearing securities with maturities of three months or less. In the cash-flow statement, cash and cash equivalents are shown net of bank overdrafts, which are included as current borrowings in liabilities on the balance sheet.

3.	EMPLOYEES AND DIRECTORS

Period

15.4.24

Year Ended

to

31.12.25

31.12.24

£

£

Wages and salaries

4,706,618

2,012,421

Social security costs

545,315

383,855

Other pension costs

59,045

54,560

5,310,978

2,450,836

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

Period

15.4.24

Year Ended

to

31.12.25

31.12.24

Employees

95

88

The average number of employees by undertakings that were proportionately consolidated during the year was 95 (2024 - 88 ) .

Period

15.4.24

Year Ended

to

31.12.25

31.12.24

£

£

Directors' remuneration

171,230

25,140

4.	OPERATING PROFIT

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

Period

15.4.24

Year Ended

to

31.12.25

31.12.24

£

£

Depreciation - owned assets

223,374

204,808

Goodwill amortisation

(142,981

)

(7,710,346

)

Auditors' remuneration

20,400

19,000

Operating lease costs - property

800,000

412,469

5.	EXCEPTIONAL ITEMS

Negative goodwill of £8,207,462 was created on the formation of the group during a restructuring process. This is being written off in line with the consumption of the non-monetary assets which were brought into the group at the formation date. The amortisation charge in the current period was £147,148 (2024: £7,710,346).

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

15.4.24

Year Ended

to

31.12.25

31.12.24

£

£

Bank interest

29,989

7,958