ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

Registered number: 06890168

ELMDENE GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


ELMDENE GROUP LIMITED

COMPANY INFORMATION

Directors	Mr J Douglass
	Mr J E Douglass
	Mr H J Douglass
	Mr G Douglass
	Mrs A R Douglass


Registered number	06890168


Registered office	1 Argosy Court
	Scimitar Way
	Coventry
	CV3 4GA


Independent auditor	Grant Thornton UK LLP
	Chartered Accountants & Statutory Auditor
	17th Floor
	103 Colmore Row
	Birmingham
	B3 3AG


Solicitors	Browne Jacobson LLP
	15th Floor
	103 Colmore Row
	Birmingham
	B3 3AG


ELMDENE GROUP LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 6
Directors' Report	7 - 8
Independent Auditor's Report	9 - 13
Consolidated Statement of Comprehensive Income	14
Consolidated Statement of Financial Position	15 - 16
Company Statement of Financial Position	17
Consolidated Statement of Changes in Equity	18 - 19
Company Statement of Changes in Equity	20 - 21
Consolidated Statement of Cash Flows	22 - 23
Notes to the Financial Statements	24 - 53


ELMDENE GROUP LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their Strategic Report and consolidated financial statements for the year ending 31 December 2025.

Fair review of the business

Elmdene Group Limited is the intermediate holding company for the Millboard group of companies, holding 100% of The Millboard Company Limited, Millboard Inc, Millboard SAS and Millboard GmbH. The group completed a significant restructure on 2 January 2024, when Douglass Joint Holdings Limited acquired 75.1% of Elmdene Group Limited, and made targeted acquisitions during 2024 that established the platform from which the group has operated and grown during 2025. Further detail about the restructure activity is set out in the 2024 statutory accounts.

2025 performance and dividends

2025 demonstrated a significant step change in the group's performance. During the year the group achieved turnover of £76,947,794 (2024: £63,425,796). The increase of 21% was driven by growth in the sales of cladding products within the UK market and general market growth in the US, building on the wider geographic footprint and targeted investments in new territories established during 2024.

Profit before taxation was £7,432,727 (2024: loss of £3,098,252). The group increased cash at bank to £7,681,939 (2024: £4,226,965) at the year end, maintaining strong liquidity to meet its commitments and to take advantage of business opportunities. Dividends totalling £5,953,500 (2024: £1,666,980) were paid during the year.

Net assets of the group at the year end were £42,134,552 (2024: £42,008,735) which are adequate to finance the planned growth.

The directors note the trading performance in 2025 and the retention of reserves within the group. The directors remain confident in the future of the group and its subsidiaries. Further growth has been demonstrated in the early months of 2026.

The key performance indicator used to assess the progress of the group is turnover per employee, which in 2025 was £346,611 (2024: £281,892).

The group’s achievements have gained external recognition in early 2026, being recognised as one of the most influential decking suppliers by Pro Landscaper magazine and receiving the Global Player award from Coventry and Warwickshire Chamber of Commerce, reflecting the combination of innovation, quality, and international growth that characterises the business.

The Millboard Company Limited

The principal activities of this subsidiary are the design, development, manufacture and distribution of innovative, resin-mineral decking and cladding, enabling customers to Live.Life.Outside.® Architects and designers for domestic, commercial and public projects frequently specify Millboard products, particularly those discerning customers and specifiers who demand the highest standards of performance, durability and environmental responsibility. Patents, registered designs and registered trademarks protect the company's principal products. Further information is available at www.millboard.com

Millboard continued to build on the revenue gains of previous years, with the Envello cladding range and the USA market experiencing particularly strong growth, a trend that has continued into 2026. Ongoing investment in production quality control, efficiency and consistency have supported continued improvement in gross profit margin.

Page 1


ELMDENE GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Fair review of the business (continued)

Significant growth opportunities remain and the group has continued to invest in the people, marketing and infrastructure required to establish Millboard as a truly global brand.

The Millboard Company Limited is certified to ISO9001, ISO14001 and ISO45001.

Millboard Inc

Millboard Inc, the group's US subsidiary based in Minneapolis, Minnesota, continued to develop Millboard's presence in the United States during 2025. The US represents one of the group's largest addressable markets and remains a strategic priority for growth.

Millboard SAS

Millboard SAS continued to develop the French market during 2025, building on the foundations established since the entity's formation. France remains a key focus market for the group.

Millboard GmbH

Millboard GmbH, established in 2024, continued its sales and marketing activities in Germany and Austria during 2025, supporting the development of the Millboard brand in the region. Sales generated are fulfilled by either Millboard SAS or The Millboard Company Limited.

Research and development

The group continues to invest in research and development, and has focused on product refinement, sustainability and manufacturing process improvement. During the year the Modello product range was launched to great acclaim and new colours were introduced across the cladding ranges, maintaining the breadth and freshness of the product offer.

The group has also been proactive in future-proofing its intellectual property position through the registration of a substantial portfolio of new patents covering both product composition and manufacturing process. These new patents provide significant protection for the group’s innovations across multiple jurisdictions. This multi-faceted approach ensures that the company can robustly protect its intellectual property and designs.

Employees

The group employed an average of 222 people (2024: 225) during the year across its operations. Recruiting and retaining capable, committed people remains central to the group's ability to grow, and considerable attention is given to ensuring the working environment and culture support that aim.

Training and development are provided to all employees from the point of joining and on an ongoing basis, drawing on both internal expertise and external provision to build capability across the business.

The group holds regular all-employee communication events to keep the workforce informed of business performance and strategic priorities. The directors consider open communication an important part of maintaining an engaged and motivated team.

Colleague wellbeing is taken seriously, with the business providing an Employee Assistance Programme.

Page 2


ELMDENE GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

How the group maintains a reputation for high standards of business conduct

The group's approach to business conduct is rooted in its four core values: Empowerment, Performance, Integrity and Care. These are not aspirational statements but practical standards that inform how the business operates day to day, from the way it treats its people to the way it engages with customers, suppliers and the wider community.

The group’s vision is to Live.Life.Outside.® enabling people to effortlessly enjoy the outdoors, by creating safe, low-maintenance products that allow our customers to focus on what truly matters: creating memorable moments, meaningful connections and joyful experiences.

The group takes its compliance obligations seriously across all jurisdictions in which it operates. The group holds accreditation from the Fair Tax Foundation and the Living Wage Foundation, reflecting a broader commitment to responsible business that goes beyond minimum legal requirements.

Health and safety

The health and safety of employees and all those affected by the group's activities is a board-level priority. The group operates on the principle that safety is a matter of choice, not chance, and this shapes both its culture and its processes. All injuries and incidents are investigated thoroughly, with root causes identified and corrective measures put in place to prevent recurrence.

All employees have access to the Employee Assistance Programme, providing confidential support on welfare and mental health matters. Defibrillators are installed at the headquarters and production sites.

The group welcomes inspection from independent external bodies as a means of verifying its legal and compliance position. The outcomes of those inspections feed into the group's annual Health, Safety and Environment plans, which are subject to regular board review.

Fostering the group's business relationships with suppliers, customers and others

The group maintains close working relationships with its key suppliers, paying within agreed terms and agreeing forward supply schedules where appropriate. Supplier due diligence has been strengthened during the year, with more structured assessment of supply chain partners covering financial stability, ethical trading standards and regulatory compliance. These relationships and the rigour applied to them are considered an important part of operational resilience, particularly as the group continues to scale internationally.

The group's Information Technology function has continued to modernise and consolidate its systems during the year, migrating file servers and software to cloud-based platforms to improve security, resilience and efficiency. Standardising systems across the group is an ongoing priority as the business grows internationally. Cybersecurity remains an area of active management, with regular employee training in place to maintain awareness and reduce exposure to threat.

Understanding the need to act fairly between stakeholders of the group

The directors understand the need to act fairly between stakeholders of the group. They receive regular key performance indicators, attend board meetings and receive minutes of those meetings.

One of the strategic goals of the group is to create long-term financial security and stability for employees, owners and other stakeholders.

Page 3


ELMDENE GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Considering the impact of the group's operations on the community

The directors consider the impact of the group's operations on the community. The majority of the group's employees live in the area surrounding its premises. Millboard's products enhance many public areas and are frequently specified for spaces open to the public.

The group makes significant donations to UK registered charities. Employees are also encouraged and supported in their own fundraising initiatives.

Considering the impact of the group's operations on the environment

The group is required to report under SECR due to legislation introduced in 2018. Disclosures relate only to The Millboard Company Limited as that is the only entity within scope. Information relevant to SECR is included below:

		2025		2024
	Unit	KWh	TCO2e	KWh	TCO2e
Total site electricity	KWh	3,638,009	753	3,928,266	813
Total site gas	KWh	706,448	129	681,172	124
Total site energy	KWh	4,344,457	882	4,609,438	937
Carbon intensity TCO2e/turnover (£millions)			12.472		15.506

We have calculated our carbon conversion using the government conversion factors for company reporting of greenhouse gas emissions. Efforts continue across the group to reduce its environmental impact, with initiatives underway to increase the use of renewable energy.

The group's production processes are carried out in accordance with an environmental licence issued by the local government authority, which includes regular onsite testing and monitoring.

Sustainability

Sustainability is embedded in the group's planning and operations rather than treated as a separate workstream. The group's electricity supply is 100% backed by renewable energy certificates, and the group continues to work with suppliers and advisers to reduce the environmental impact of its manufacturing processes and improve the lifecycle credentials of its products.

The group has obtained Environmental Product Declarations for its principal manufactured products and has added FDES to this as an equivalent for the French market.

During the year the group achieved Ecovadis Silver accreditation, reflecting an independently assessed standard of performance across environment, labour, ethics and sustainable procurement. Product environmental credentials are communicated to customers and specifiers through Ethy badges, providing accessible, verified sustainability information at product level.

The group has submitted a Communication of Progress to the UN Global Compact, reaffirming its commitment to internationally recognised principles of responsible business.

Page 4


ELMDENE GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

A significant proportion of the group's customers operate in the construction and related sectors. The group is therefore exposed to risks inherent in that market, including cyclical fluctuations in construction activity, movements in currency exchange rates, supply chain disruption, input cost inflation, competitive pressure and increasing regulatory requirements. The ongoing uncertainty in international trade and geopolitical conditions adds a further layer of complexity, particularly for a business with growing international operations.

The group carries a warranty provision in the financial statements representing its best estimate of the cost of meeting future claims. The provision covers all claims notified prior to the approval of this report and a further amount assessed against the likely incidence of claims arising over the remaining warranty periods in force. The directors consider the provision adequate and the group remains fully committed to honouring its warranty obligations.

The directors keep the group's risk profile under active review. Notwithstanding the uncertainties outlined above, they retain confidence in the group's strategic direction and its ability to manage the challenges ahead.

Financial risk management objectives and policies

The risks faced by the group are kept under continuous review. The principal financial risks are those of cash flow, credit and liquidity.

Cash flow risk

The group funds its operations primarily through retained profits, supplemented where appropriate by borrowings to support expansion or capital investment. The directors are aware that the group's sales have a seasonal dimension, which gives rise to a cyclical working capital requirement that is actively managed throughout the year. This is gradually being softened by changing sales profile and increase in international revenues.

Credit risk

The group's principal financial assets are bank balances, trade receivables and stock. Exposure on liquid funds is limited given that counterparties are banks with strong credit ratings. Trade receivable exposure is spread across a broad customer base, the majority of which carry good credit ratings. The group holds credit insurance against the risk of significant bad debt and operates disciplined credit screening and cash collection processes.

Liquidity risk

The group's objective is to maintain sufficient liquid resources to meet its obligations as they fall due, limit exposure to interest rate movements and align the repayment profile of any external borrowings with anticipated future cash flows from trading.

Future plans

The group has clear plans to make fuller use of its production capacity in support of continued sales growth, alongside ongoing development of the product range. Brand investment is a priority, as is the continued development of international markets. The USA remains the single largest strategic opportunity given the scale of the addressable market, with France and Germany representing important near-term growth priorities as those operations mature.

Page 5


ELMDENE GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Statement by the directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006

The directors confirm that in making decisions during the year ended 31 December 2025, they have acted in the way they consider would be most likely to promote the long-term success of the company for the benefit of its members as a whole, having proper regard to the matters set out in section 172(1)(a)-(f) of the Companies Act 2006 and the interests of the group's wider stakeholders.

The board is mindful of both the Companies Act and the UK Corporate Governance Code. The directors' intention is to act responsibly and to ensure that management operates the business to high standards of conduct and governance. Strategic decisions are taken with a view to their long-term consequences, including for employees, suppliers, customers, the environment and the communities in which the group operates.

Subsequent events

On 10th March 2026 the group paid an interim dividend on ordinary C shares of £2,000,376 (£168p per share). On 23rd July the group paid an interim dividend on ordinary C shares of £2,000,376 (£168p per share).

There are no other material post-balance sheet events.

This report was approved by the board and signed on its behalf.

Mr H J Douglass

Director

Date: 14 August 2026

Page 6


ELMDENE GROUP LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Principal activity

The principal activities of the group were the design, development, manufacture and distribution of timber-free decking, cladding, and other innovative products for the garden and outdoor realm. The principal activity of the company is that of an intermediate holding company.

Results and dividends

The profit for the year, after taxation, amounted to £6,113,022 (2024: loss of £4,450,037).

A dividend of £5,953,500 was paid in the period (2024: £1,666,980).

Directors

The directors who served during the year, and up to the date of signing this report, were

Mr J Douglass

Mr J E Douglass

Mr H J Douglass

Mr G Douglass

Mrs A R Douglass

Directors' Responsibilities Statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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, including FRS 102 ‘Reduced Disclosure Framework’). 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 and 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 judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group 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 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.

Qualifying third party indemnity provisions

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

Page 7

ELMDENE GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Going concern

The group has prepared cash flow forecasts covering the period to December 2027 in assessing the company's ability to continue as a going concern. These forecasts have been sensitised to reflect key assumptions, including turnover growth by region, cost inflation across raw materials, labour and overheads, working capital movements, and planned capital expenditure. A reverse stress test was also performed to identify the combination of adverse events that would need to occur for the company to exhaust its available resources, and the directors consider such a scenario to be remote. Having considered the results of this analysis, together with the resources available to the company, the directors are confident that it is appropriate to adopt the going concern basis of accounting in preparing these financial statements.

Matters covered in the Group Strategic Report

The directors have included a business review within the Strategic Report. Also included in the Strategic Report are details for the future development of the company, investment in research and development, the principal risk and uncertainties, SECR reporting and a review of the key performance indicators as assessed by the directors, in accordance with section 414C (11) of the Companies Act 2006.

Disclosure of information to auditor

The directors confirm that:

∙so far as each director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and

∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.

Auditor

The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Mr H J Douglass

Director

Date: 14 August 2026

Page 8

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ELMDENE GROUP LIMITED

Opinion

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

In our opinion:

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

∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 'Auditor's responsibilities for the audit of the financial statements' section of our report. We are independent of the group and the parent 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

We are responsible for concluding on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's and the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group's and the parent company to cease to continue as a going concern.

In our evaluation of the directors' conclusions, we considered the inherent risks associated with the group's and of the parent company's business model including effects arising from macro-economic uncertainties such as the ongoing conflict in the Middle East, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's and the parent company's financial resources or ability to continue operations over the going concern period.

Page 9

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ELMDENE GROUP LIMITED (CONTINUED)

Conclusions relating to going concern (continued)

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 other information comprises the information included in the Annual Report and consolidated financial statements, other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report and consolidated financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Page 10

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ELMDENE GROUP LIMITED (CONTINUED)

Matter on which we are required to report under the Companies Act 2006

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

Matters on which we are required to report by exception

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

∙adequate accounting records have not been kept 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 Directors' Responsibilities Statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Page 11

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ELMDENE GROUP LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

∙We obtained an understanding of the legal and regulatory frameworks applicable to the company, through inquiry of management, and determined that those most directly relevant to specific assertions in the financial statements are those related to the reporting framework (being FRS 102 ‘The Financial Reporting Standard applicable in the UK and Ireland’ and the Companies Act 2006) and relevant tax legislation in the UK. In addition, we concluded that there are certain significant laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements such as health and safety regulations and employment law.

∙We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries of management and those responsible for compliance procedures. We corroborated our inquiries by performing a legal and professional expenses review;

∙We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by making enquiries of management and those charged with governance, and updating our understanding of the company’s operations, financial reporting obligations and control environment, including around compliance with laws and regulations. We considered the risk of fraud to be higher through the potential for management override of controls.

∙Audit procedures performed by the engagement team included:

−identifying and assessing the design and implementation of controls management has in place to prevent and detect fraud, particularly around journal processing;

−journal entry testing, with a focus on journals meeting our defined risk criteria based on our understanding of the business;

−challenging assumptions and judgements made by management relating to its areas of significant estimation and judgement;

−reviewing legal and professional expenditure in the financial year to assess for any indicators of non-compliance with relevant laws and regulations; and

−completion of audit procedures to conclude on the compliance of disclosures in the annual report and accounts with applicable financial reporting requirements.

Page 12

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ELMDENE GROUP LIMITED (CONTINUED)

∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;

∙The assessment by the engagement partner of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team’s:

−knowledge of the industry in which the company operates and understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and participation; and

−understanding of the legal and regulatory requirements specific to the company

∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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 Auditor's Report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Langford

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

Birmingham

14 August 2026

Page 13


ELMDENE GROUP LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

		As restated
	2025	2024
Note	£	£


Turnover	5	76,947,794	63,425,796
Cost of sales		(44,623,741)	(35,774,745)
Gross profit		32,324,053	27,651,051
Administrative expenses		(25,334,509)	(26,268,281)
Other operating income		104,415	-
Operating profit	6	7,093,959	1,382,770
Loss on disposal of operations	4	-	(4,648,395)
Interest receivable and similar income	10	376,094	234,866
Interest payable and similar expenses	11	(37,326)	(67,493)
Profit/(loss) before taxation		7,432,727	(3,098,252)
Tax on profit/(loss)	12	(1,319,705)	(1,351,785)
Profit/(loss) for the financial year		6,113,022	(4,450,037)


Revaluation on investment properties	17	-	1,785,321
Income tax on Other Comprehensive Income		-	(446,330)
Currency translation differences		(33,705)	111,122
Other comprehensive income for the year		(33,705)	1,450,113
Total comprehensive income for the year		6,079,317	(2,999,924)

The notes on pages 24 to 53 form part of these financial statements.

Page 14


ELMDENE GROUP LIMITED REGISTERED NUMBER:06890168

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		As restated
	2025	2024
Note	£	£

Fixed assets
Intangible assets	14		2,152,834		2,816,042
Tangible assets	15		20,714,917		22,846,527
Investment property	17		2,500,000		2,500,000
			25,367,751		28,162,569
Current assets
Stocks	18	11,593,975		15,520,393
Debtors: amounts falling due within one year	19	11,095,294		8,212,626
Cash at bank and in hand		7,681,939		4,226,965
		30,371,208		27,959,984
Creditors: amounts falling due within one year	20	(6,367,156)		(5,364,888)
Net current assets			24,004,052		22,595,096
Total assets less current liabilities			49,371,803		50,757,665
Provisions for liabilities
Deferred taxation	21		(2,798,872)		(3,515,367)
Other provisions	22		(4,438,379)		(5,233,563)
			(7,237,251)		(8,748,930)
Net assets			42,134,552		42,008,735

Page 15


ELMDENE GROUP LIMITED REGISTERED NUMBER:06890168

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2025

		As restated
	2025	2024
Note	£	£

Capital and reserves
Called up share capital	24	1,800,000	1,800,000
Revaluation reserve	25	1,338,991	1,338,991
Foreign exchange reserve	25	77,417	111,122
Profit and loss account	25	38,918,144	38,758,622
Total equity		42,134,552	42,008,735

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 August 2026.

Mr H J Douglass

Director

The notes on pages 24 to 53 form part of these financial statements.

Page 16


ELMDENE GROUP LIMITED REGISTERED NUMBER:06890168

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		As restated
	2025	2024
Note	£	£

Fixed assets
Intangible assets	14		592,370		1,026,196
Tangible assets	15		20,276,302		22,240,644
Investments	16		38,721		38,721
Investment Property	17		2,500,000		2,500,000
			23,407,393		25,805,561
Current assets
Debtors: amounts falling due within one year	19	13,676,531		13,266,482
Cash at bank and in hand		4,175,127		2,019,108
		17,851,658		15,285,590
Creditors: amounts falling due within one year	20	(1,267,789)		(1,186,206)
Net current assets			16,583,869		14,099,384
Total assets less current liabilities			39,991,262		39,904,945

Provisions for liabilities
Deferred taxation	21		(3,096,984)		(3,502,121)
Net assets			36,894,278		36,402,824

Capital and reserves
Called up share capital	24	1,800,000	1,800,000
Revaluation reserve	25	1,338,991	1,338,991
Profit and loss account	25	33,755,287	33,263,833
Total equity		36,894,278	36,402,824

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent company for the year was £6,444,954 (2024: £8,563,152).

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 August 2026.

Mr H J Douglass

Director

The notes on pages 24 to 53 form part of these financial statements.

Page 17


ELMDENE GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Revaluation reserve	Translation reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2025 (as previously stated)	1,800,000	-	111,122	38,743,008	40,654,130
Prior year adjustment (note 26)	-	1,338,991	-	15,614	1,354,605
At 1 January 2025 (as restated)	1,800,000	1,338,991	111,122	38,758,622	42,008,735
Comprehensive income for the year
Profit for the year	-	-	-	6,113,022	6,113,022
Currency translation differences	-	-	(33,705)	-	(33,705)
Other comprehensive income for the year	-	-	(33,705)	-	(33,705)
Total comprehensive income for the year	-	-	(33,705)	6,113,022	6,079,317
Contributions by and distributions to owners
Dividends: Equity capital (note 13)	-	-	-	(5,953,500)	(5,953,500)
Total transactions with owners	-	-	-	(5,953,500)	(5,953,500)
At 31 December 2025	1,800,000	1,338,991	77,417	38,918,144	42,134,552

The notes on pages 24 to 53 form part of these financial statements.

Page 18

		ELMDENE GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Revaluation reserve	Translation reserve	Profit and loss account	Equity attributable to owners of parent company	Non-controlling interests	Total equity
	£	£	£	£	£	£	£
At 1 January 2024	1,800,000	-	-	42,597,837	44,397,837	2,277,802	46,675,639
Comprehensive income for the year
Loss for the year (restated)	-	-	-	(2,172,235)	(2,172,235)	(2,277,802)	(4,450,037)
Currency translation differences	-	-	111,122	-	111,122	-	111,122
Revaluation on investment properties	-	1,785,321	-	-	1,785,321	-	1,785,321
Income tax on other comprehensive income	-	(446,330)	-	-	(446,330)	-	(446,330)
Other comprehensive income for the year	-	1,338,991	111,122	-	1,450,113	-	1,450,113
Total comprehensive income for the year	-	1,338,991	111,122	(2,172,235)	(722,122)	(2,277,802)	(2,999,924)
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(1,666,980)	(1,666,980)	-	(1,666,980)
Shares issued during the year	1,360,764	-	-	(1,360,764)	-	-	-
Shares cancelled during the year	(1,360,764)	-	-	1,360,764	-	-	-
Total transactions with owners	-	-	-	(1,666,980)	(1,666,980)	-	(1,666,980)
At 31 December 2024 (restated)	1,800,000	1,338,991	111,122	38,758,622	42,008,735	-	42,008,735

The notes on pages 24 to 53 form part of these financial statements.

Page 19


ELMDENE GROUP LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2025 (as previously stated)	1,800,000	-	33,248,219	35,048,219
Prior year adjustment	-	1,338,991	15,614	1,354,605
At 1 January 2025 (as restated)	1,800,000	1,338,991	33,263,833	36,402,824
Comprehensive income for the year
Profit for the year	-	-	6,444,954	6,444,954
Total comprehensive income for the year	-	-	6,444,954	6,444,954
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(5,953,500)	(5,953,500)
Total transactions with owners	-	-	(5,953,500)	(5,953,500)
At 31 December 2025	1,800,000	1,338,991	33,755,287	36,894,278

The notes on pages 24 to 53 form part of these financial statements.

Page 20


ELMDENE GROUP LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	1,800,000	-	26,789,090	28,589,090
Comprehensive income for the year
Profit for the year (restated)	-	-	8,563,152	8,563,152
Revaluation on investment properties	-	1,785,321	-	1,785,321
Income tax on other comprehensive income	-	(446,330)	-	(446,330)
Other comprehensive income for the year	-	1,338,991	-	1,338,991
Total comprehensive income for the year	-	1,338,991	8,563,152	9,902,143
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(2,088,409)	(2,088,409)
Shares issued during the year	1,360,764	-	(1,360,764)	-
Shares cancelled during the year	(1,360,764)	-	1,360,764	-
Total transactions with owners	-	-	(2,088,409)	(2,088,409)
At 31 December 2024 (restated)	1,800,000	1,338,991	33,263,833	36,402,824

The notes on pages 24 to 53 form part of these financial statements.

Page 21


ELMDENE GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

				As restated
			2025	2024
			£	£

Cash flows from operating activities
Profit/(loss) for the financial year	6,113,022	(4,450,037)
Adjustments for:
Amortisation of intangible assets	687,482	544,290
Depreciation of tangible assets	2,248,805	2,607,139
Loss on disposal of tangible assets	88,484	-
Loss on disposal of operations	-	4,648,395
Loss on disposal of intangible assets	13,230	-
Interest payable	(37,326)	(67,493)
Interest receivable	(376,094)	(234,866)
Taxation charge	1,319,705	1,351,785
Decrease in stocks	3,926,418	1,228,880
(Increase) in debtors	(2,706,647)	(7,816,207)
Increase in creditors	1,497,376	6,861,851
(Decrease) in provisions	(795,184)	(1,080,957)
Corporation tax (paid)	(2,707,329)	(756,323)
Finance costs (interest payable)	37,326	67,493
Net cash generated from operating activities	9,309,268	2,903,950

Cash flows from investing activities
Purchase of intangible fixed assets	(37,505)	(237,345)
Purchase of tangible fixed assets	(246,331)	(733,032)
Proceeds on disposal of fixed assets	40,652	86,492
Interest received	376,094	234,866
Cash leaving on demerger of Murray Uniforms	-	(795,166)
Consideration paid for acquisitions	-	(1,456,430)
Net cash from investing activities	132,910	(2,900,615)

Page 22


ELMDENE GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

			As restated
		2025	2024
		£	£


Cash flows from financing activities
Proceeds from issue of share capital	-	1,000,000
Repayment of loans	-	(1,000,000)
Dividends paid	(5,953,500)	(1,666,980)
Net cash used in financing activities	(5,953,500)	(1,666,980)
Net increase/(decrease) in cash and cash equivalents	3,488,678	(1,663,645)
Cash and cash equivalents at beginning of year	4,226,965	5,768,398
Foreign exchange gains and losses	(33,704)	122,212
Cash and cash equivalents at the end of year	7,681,939	4,226,965

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	7,681,939	4,226,965

The notes on pages 24 to 53 form part of these financial statements.

Page 23


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Elmdene Group Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 06890168, and its registered head office is located at 1 Argosy Court, Scimitar Way, Coventry, England, CV3 4GA.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions – company only

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

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

2.3

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 24


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Going concern

The group have prepared cash flow forecasts covering the period to December 2027 in assessing the company's ability to continue as a going concern. These forecasts have been sensitised to reflect key assumptions, including turnover growth by region, cost inflation across raw materials, labour and overheads, working capital movements, and planned capital expenditure. A reverse stress test was also performed to identify the combination of adverse events that would need to occur for the company to exhaust its available resources, and the directors consider such a scenario to be remote. Having considered the results of this analysis, together with the resources available to the company, the directors are confident that it is appropriate to adopt the going concern basis of accounting in preparing these financial statements.

2.5

Foreign currency translation

Functional and presentation currency

The company’s functional and presentation currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 25


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for sale of goods and services to external customers in the ordinary nature of the business. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Turnover is shown net of Value Added Tax.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rental income on assets under license to occupy agreements is presented as revenue from other services within turnover.

2.7

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

2.9

Pensions

Defined contribution pension plan

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the group in independently administered funds.

2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 26


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Finance costs

Finance costs are charged to profit or loss 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.

2.12

Current and deferred taxation

The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable.

Current and deferred tax is charged or credited in profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.

Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is not discounted.

Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from their recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is recognised on income or expenses from subsidiaries, that will be assessed to allow for tax in a future period except where the group is able to control the reversal of the timing difference and it is probable that the timing difference will not reverse in the foreseeable future.

The group is subject to taxation in multiple jurisdictions. The profits of the foreign subsidiaries are not subject to UK corporation tax as they do not fall within the scope of the UK's Controlled Foreign Company (CFC) regime. The group applies transfer pricing rules to ensure that transactions within the group are conducted on an arm's length basis, and is committed to declaring it’s financial statements in the jurisdictions in which the group's genuine economic activity and value creation arise.

The group has no overseas branches or permanent establishments. The tax residencies of the group's subsidiaries are the same as their place of registration.

Page 27


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis over 10 years to the Consolidated Statement of Comprehensive Income.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is provided on the following bases:

IT Software

33.33%

straight line

2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Freehold land and buildings	-	2% straight line
Plant and machinery	-	10 or 15% straight line
Motor vehicles	-	25% reducing balance
Fixtures, fittings & equipment	-	15% straight line

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 are recognised in profit or loss.

Page 28


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.20

Financial instruments

The group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's Statement of Financial Position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 29


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Page 30


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 31


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.

Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:

Estimates

Valuation of investment property
The group's investment property, comprising a building owned by the group and held under a licence to occupy agreement with Murray Uniforms Limited (see note 26), is carried at fair value in accordance with FRS 102 Section 16. Determining fair value requires the exercise of judgement, as it is derived from market-based evidence including comparable transactions, current market rents and investment property yields for similar assets, adjusted where necessary for differences in nature, location or condition. The directors have obtained a valuation from Aitchison Rafferty, professionally qualified valuers not connected with the company, to support this assessment. No depreciation is charged, consistent with the accounting policy set out in note 2.15. Further information is included in note 17.

Current and deferred taxation

The group establishes provisions for corporation tax payable based on reasonable estimates from its professional advisors.

Deferred tax is not recognised in respect of losses held in subsidiary undertakings until it becomes more probable than not that these will be recovered against future taxable profits.

Judgements

Warranty provision

A provision is recognised for potential warranty claims on products sold. The directors have made key assumptions regarding future anticipated costs having due regards for costs incurred historically, knowledge of the business and work not yet completed at the reporting date. Further information is included in note 22.

Page 32


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

4.	Discontinued operations

On 3 January 2024, the group disposed of its 51% holding in Murray Uniforms Ltd by way of a dividend in specie. The disposal was carried out to provide greater focus on the core business. The assets and liabilities of Murray Uniforms Ltd at the date of disposal were:

		£
	Intangible assets	2,064
	Tangible assets	166,434
	Stock	3,097,118
	Debtors	3,959,275
	Cash	795,166
	Total assets of the disposal group	8,020,057
	Trade and other payables	(3,352,912)
	Deferred tax liabilities	(18,750)
	Total liabilities associated with the disposal group	(3,371,662)
	Net assets of the disposal group	4,648,395

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

Supply of goods to the construction industry	76,776,207	63,037,884
Revenue from other services	171,587	387,912
	76,947,794	63,425,796

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	43,033,856	37,428,722
Rest of Europe	14,106,962	13,166,844
Rest of the world	19,806,976	12,830,230
	76,947,794	63,425,796

Page 33


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Foreign exchange rate (gain)/loss	156,605	(122,212)
Research and development costs	118,075	215,334
Depreciation of owned tangible fixed assets	2,248,805	2,622,753
(Gain)/loss on disposal of tangible fixed assets	88,484	(12,015)
Amortisation of intangible assets	689,213	544,290
Stock impairment losses	139,126	154,938
Operating lease charges	587,306	689,068

Fees payable to the company's auditor and its associates for the audit of the consolidated and parent company's financial statements	31,000	17,500
Fees payable to the company's auditor and its associates in respect of:
The auditing of accounts of subsidiaries of the company	46,350	61,000
Taxation compliance services	19,750	39,025
Accounts production	5,000	-
Taxation advisory services	15,500	-

Page 34


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	15,155,872	13,731,788	1,379,737	1,235,331
Social security costs	2,024,304	1,742,535	174,864	152,686
Cost of defined contribution scheme	878,153	828,487	126,338	79,147
	18,058,329	16,302,810	1,680,939	1,467,164

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Production	86	91	-	-
Administration	136	134	17	16

	222	225	17	16

	Group 2025 No.	Group 2024 No.	Company 2025 No.	Company 2024 No.
United Kingdom	188	196	17	16
Europe	18	16	-	-
Rest of the World	16	13	-	-
	222	225	17	16

Page 35


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	1,008,750	574,417
Group contributions to defined contribution pension schemes	5,504	8,806
	1,014,254	583,223

	During the year retirement benefits were accruing to 2 directors (2024: 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £661,175 (2024: £228,013).
	The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,101 (2024: £4,403).
	Key management personnel The total compensation of the group's directors and employees who are considered to be the key management personnel of the group was £1,808,177 (2024: £1,955,567).

10.	Interest receivable and similar income
		2025	2024
		£	£

Interest on bank deposits	310,080	218,204
Other interest	66,014	16,662
	376,094	234,866

11.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	-	20
Other interest payable	37,326	67,473
	37,326	67,493

Page 36


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	2,198,950	1,745,775
Adjustments in respect of previous periods	(197,817)	(352,093)
	2,001,133	1,393,682
Foreign tax
Foreign tax on income for the year	35,247	-
	35,247	-
Total current tax charge	2,036,380	1,393,682

Deferred tax
Origination and reversal of timing differences	(706,886)	(498,629)
Adjustment in respect of prior periods	(9,789)	456,732
Total deferred tax credit	(716,675)	(41,897)

Tax on profit on ordinary activities

1,319,705

1,351,785

Page 37


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Taxation (continued)

Factors affecting tax charge for the year The tax assessed for the year is lower than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024:25%). The differences are explained below:
	2025	2024
	£	£

Profit/(loss) on ordinary activities before tax

7,432,727

(3,098,252)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)	1,858,184	(774,563)
Effects of:
Expenses not deductible for tax purposes	83,318	25,531
Fixed asset differences	32,736	66,254
Additional deduction for research & development expenditure	-	(121,507)
Additional deduction for Patent Box relief	(666,686)	(353,190)
Effect of different tax rates in overseas jurisdictions	79,154	-
Adjustments to corporation tax payable for prior periods	(197,817)	(352,093)
Adjustments to deferred tax in respect of prior periods	(9,789)	456,732
Loss on disposal of associated undertaking excluded in determining taxable profit	-	1,162,098
Deferred Tax - Effect of losses from non-UK subsidiaries	140,605	1,242,523
Total tax charge for the year	1,319,705	1,351,785

Deferred tax of £1,437,274 (2024: £1,296,669) is not recognised in respect of losses held in subsidiary undertakings until it becomes more probable that these will be recovered against future taxable profits.

Factors that may affect future tax charges

Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the Balance Sheet date.

Page 38


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Taxation (continued)

Explanation of Reconciling items

∙Expenses not deductible in determining taxable profit — some business expenses, although appropriate for inclusion in the accounts, are not allowed as a deduction against taxable income when calculating the Group's tax liability.

∙Fixed asset (timing) differences — the effect of first-year and other capital allowances differing from the depreciation charged in the accounts; these reverse over the useful economic life of the assets concerned.

∙Additional deduction for Research and Development (R&D) expenditure — enhanced UK tax relief available to companies undertaking qualifying R&D activity.

∙Additional deduction for Patent Box relief— a lower rate of UK corporation tax (10%) applied to profits arising from patented inventions for which the group owns or licenses UK patents.

∙Effect of different tax rates in overseas jurisdictions – These arise on the difference between tax on overseas results at local statutory rates and the amount that would have arisen had those been taxed at the UK standard rate.

∙Adjustments to corporation tax payable for prior periods — the difference between the tax estimated in a prior year's accounts and the amount subsequently agreed following completion of the tax return, once the underlying computation has been finalised.

∙Adjustments to deferred tax in respect of prior periods — origination and reversal of timing differences, and any deferred tax adjustments in respect of prior periods, are shown separately from current tax reconciling items.

∙Effect of losses from non-UK subsidiaries — the impact of overseas losses that are not relievable against the UK tax charge, reflecting the group's cross-border tax position.


Elmdene Group Limited (500.0p per C share) (2024: 140.0p per C share)	5,953,500	1,666,980
Dividend in specie representing the investment held in Murray Uniforms Limited	-	421,429
	5,953,500	2,088,409

Page 39


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Intangible assets
	Group

	Goodwill	IT Software	Total
	£	£	£
Cost
At 1 January 2025	1,967,911	1,589,770	3,557,681
Additions	-	37,505	37,505
Disposals	-	(13,890)	(13,890)
Foreign exchange movement	-	659	659
At 31 December 2025	1,967,911	1,614,044	3,581,955
Amortisation
At 1 January 2025	191,939	549,700	741,639
Charge for the year on owned assets	219,343	469,870	689,213
Foreign exchange movement	(1,854)	123	(1,731)
At 31 December 2025	409,428	1,019,693	1,429,121
Net book value
At 31 December 2025	1,558,483	594,351	2,152,834
At 31 December 2024	1,775,972	1,040,070	2,816,042

Page 40


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.Intangible assets (continued)

	Company

		IT Software
		£
	Cost
	At 1 January 2025	1,571,942
	Additions	37,505
	At 31 December 2025	1,609,447
	Amortisation
	At 1 January 2025	545,746
	Charge for the year	471,331
	At 31 December 2025	1,017,077
	Net book value
	At 31 December 2025	592,370
	At 31 December 2024	1,026,196

Page 41


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Tangible fixed assets
	Group

	Freehold land and buildings	Plant and machinery	Fixtures, fittings & equipment	Motor vehicles	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025 (as previously stated)	13,921,288	16,424,818	5,296,371	825,394	36,467,871
Prior Year Adjustment	(918,669)	-	(267,660)	-	(1,186,329)
At 1 January 2025 (as restated)	13,002,619	16,424,818	5,028,711	825,394	35,281,542
Additions	3,350	134,224	108,757	-	246,331
Disposals	(52,542)	-	-	(208,540)	(261,082)
Transfers between classes	3,865	-	(3,865)	-	-
Exchange adjustments	-	-	(8,025)	-	(8,025)
At 31 December 2025	12,957,292	16,559,042	5,125,578	616,854	35,258,766
Depreciation
At 1 January 2025 (as previously stated)	1,000,411	8,596,242	2,932,748	392,878	12,922,279
Prior Year Adjustment	(224,481)	-	(262,783)	-	(487,264)
At 1 January 2025 (as restated)	775,930	8,596,242	2,669,965	392,878	12,435,015
Charge for the year	242,812	1,272,154	637,466	96,373	2,248,805
Disposals	-	-	-	(139,712)	(139,712)
Exchange adjustments	-	-	(259)	-	(259)
At 31 December 2025	1,018,742	9,868,396	3,307,172	349,539	14,543,849
Net book value
At 31 December 2025	11,938,550	6,690,646	1,818,406	267,315	20,714,917
At 31 December 2024 (as restated)	12,226,689	7,828,576	2,358,746	432,516	22,846,527

Page 42


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.Tangible fixed assets (continued)

	Company

	Freehold land and buildings	Plant and machinery	Fixtures, fittings & equipment	Motor vehicles	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025 (as previously stated)	13,921,288	16,318,532	5,011,943	146,185	35,397,948
Prior Year Adjustment	(918,669)	-	(267,660)	-	(1,186,329)
At 1 January 2025 (as restated)	13,002,619	16,318,532	4,744,283	146,185	34,211,619
Additions	3,350	134,224	61,497	-	199,071
Disposals	(52,542)	-	-	(33,343)	(85,885)
Transfers between classes	3,865	-	(3,865)	-	-
At 31 December 2025	12,957,292	16,452,756	4,801,915	112,842	34,324,805
Depreciation
At 1 January 2025 (as previously stated)	1,000,409	8,551,399	2,815,654	90,777	12,458,239
Prior Year Adjustment	(224,481)	-	(262,783)	-	(487,264)
At 1 January 2025 (as restated)	775,928	8,551,399	2,552,871	90,777	11,970,975
Charge for the year	242,812	1,272,154	576,029	13,294	2,104,289
Disposals	-	-	-	(26,761)	(26,761)
At 31 December 2025	1,018,740	9,823,553	3,128,900	77,310	14,048,503
Net book value
At 31 December 2025	11,938,552	6,629,203	1,673,015	35,532	20,276,302
At 31 December 2024 (as restated)	12,226,691	7,767,133	2,191,412	55,408	22,240,644

Page 43


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	38,721
	At 31 December 2025	38,721

	Net book value
	At 31 December 2025	38,721
	At 31 December 2024	38,721

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Registered office	Nature of business	Class of shares	Holding

The Millboard Company Limited*	1 Argosy Court, Scimitar Way, Coventry, United Kingdom, CV3 4GA	Manufacture and distribution of timber-free decking, cladding and accessories	Ordinary	100%
Millboard France SAS*	12 Rue Newton, 33370 Tresses, Bordeaux, France	Intermediate Holding company	Ordinary	100%
Millboard SAS**	12 Rue Newton, 33370 Tresses, Bordeaux, France	Distribution of timber-free decking, cladding and accessories	Ordinary	100%
Millboard Inc*	Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, USA	Distribution of timber-free decking, cladding and accessories	Ordinary	100%
Millboard GmbH*	Lindleystraße 8, 60314 Frankfurt am Main, Germany	Distribution of timber-free decking, cladding and accessories	Ordinary	100%

* These companies are direct subsidiaries of Elmdene Group Limited.
** Millboard SAS is direct subsidiary of Millboard France SAS, which is in turn a direct subsidiary of Elmdene Group Ltd.

Page 44


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Investment property
	Group

		Freehold investment property
		£
	Valuation
	At 1 January 2025 (restated)	2,500,000
	At 31 December 2025	2,500,000

The investment property relates to a building owned by the group which is under a license to occupy agreement with Murray Uniforms Ltd, a company previously part of the group which demerged on 3 January 2024.

The fair value has been arrived at on the basis of a valuation carried out at 2nd May 2024 by Aitchison Rafferty who are not connected with the company.

If stated on a historical cost basis rather than fair value the carrying value that would have been included is £683,452.

	Company

		Freehold investment property
		£
	Valuation
	At 1 January 2025 (restated)	2,500,000
	At 31 December 2025	2,500,000

Page 45


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Stocks
		Group	Group
		2025	2024
		£	£

Raw materials and consumables	2,004,247	2,145,249
Finished goods and goods for resale	9,589,728	13,375,144
	11,593,975	15,520,393

Stocks are stated after provisions for impairment of £164,719 (2024: £114,343). Impairment losses totalling £139,126 (2024: £154,938) were recognised in profit and loss.

19.	Debtors: amounts falling due within one year

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	9,531,576	6,568,428	20,196	55,675
Amounts due from subsidiary undertakings	-	-	651,036	915,232
Loans to subsidiary undertakings	-	-	12,949,131	11,790,441
Tax recoverable	509,714	333,694	-	333,694
VAT recoverable	34,807	404,623	-	-
Other debtors	99,719	65,293	282	110
Prepayments and accrued income	919,478	840,588	55,886	171,330
	11,095,294	8,212,626	13,676,531	13,266,482

Trade Debtors are stated after provisions for impairment of £220,482 (2024: £61,664).

Amounts due from subsidiary undertakings are non-interest bearing, unsecured and repayable on demand.

The loans to subsidiary undertakings totalling £12,949,131 (2024: £11,790,441) are not expected to be fully recovered in the next 12 months. The interest rate of these loans is set to Bank of England Base Rate +50bps and they are payable on demand.

Page 46


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Creditors: amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	2,827,864	2,149,890	352,141	483,540
Amounts due to subsidiary undertakings	-	-	-	34,188
VAT payable	372,918	306,141	294,715	289,991
Other taxation and social security	569,588	377,357	57,748	50,568
Corporation tax payable	354,420	849,529	319,173	190,707
Other creditors	148,876	241,630	9,043	15,650
Accruals and deferred income	2,093,490	1,440,341	234,969	121,562
	6,367,156	5,364,888	1,267,789	1,186,206

21.	Deferred taxation
	Group

		2025
		£

	At beginning of year	(3,515,367)
	Charged to profit or loss	716,675
	Other adjustments	(180)
	At end of year	(2,798,872)

Company

		2025
		£

	At beginning of year (as restated)	(3,502,121)
	Charged to profit or loss	405,137
	At end of year	(3,096,984)

Page 47


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

21.Deferred taxation (continued)

		Group	Company
		2025	2025
		£	£

Accelerated capital allowances	(446,330)	(446,330)
Fixed asset timing differences	(2,661,108)	(2,653,075)
Short term timing differences	308,566	2,421
	(2,798,872)	(3,096,984)

The deferred tax liabilities have predominantly arisen from fixed asset timing differences where first year allowances and similar tax deductions have been granted on new asset additions, but the full asset cost has yet to be recognised in the profit and loss account through depreciation. These liabilities will naturally unwind over the course of the expected useful lives of the fixed assets, which are detailed in Note 2 Accounting Policies.

22.	Provisions
	Group

		Warranty provision
		£

	At 1 January 2025	5,233,563
	Charged to profit or loss for the year	675,441
	Amounts used during the year	(1,470,625)
	At 31 December 2025	4,438,379

Page 48


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.Provisions (continued)

As at 31 December 2025, the group carried a warranty provision of £4,438,379 (2024: £5,233,563) against the cost of replacing products where there were known specific product issues and expected warranty issues based on past experience.

Determining the amount of the provision, which reflects the board's best estimate of resolving these issues, requires the exercise of significant judgement. It is necessary, therefore, to form a view on matters which are inherently uncertain, such as the claims profile over time, the final claim rate, whether the claim rates from different sales channels will vary and the average cost of redress.

The key drivers relating to the warranty provision as at 31 December 2025 and the work the Board has undertaken to assess them, is set out below:

∙Final claim percentage rate. The board has used past experience of the group's product claims to develop a model of the expected claims profile in order to estimate the final claim percentage rate, using the best available data.

∙The claim rate for each year affected. The board has considered the specific factors in the manufacturing process during each year that have an effect on claim rates.

∙Different product claim rates from different sales channels. The board has estimated the expected product claim rates for different sales channels based on the group's past experience.

∙Cost of redress. The cost of issuing free of charge replacements and costs of reinstatement is relatively straight forward to determine and as such, this is the lowest risk assumption in the model.

23.	Analysis of net debt

		At 1 January 2025	Cash flows	At 31 December 2025
		£	£	£

	Cash at bank and in hand	4,226,965	3,454,974	7,681,939
		4,226,965	3,454,974	7,681,939

24.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

306,936 (2024: 306,936) Ordinary A shares of £1.00 each	306,936	306,936
132,300 (2024: 132,300) Ordinary B shares of £1.00 each	132,300	132,300
1,190,700 (2024: 1,190,700) Ordinary C shares of £1.00 each	1,190,700	1,190,700
134,064 (2024: 134,064) Ordinary D shares of £1.00 each	134,064	134,064
36,000 (2024: 36,000) Ordinary M shares of £1.00 each	36,000	36,000

	1,800,000	1,800,000

Page 49


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.Share capital (continued)

The Ordinary A, B, C and D Shares rank pari passu. Dividends or other distributions may be declared, paid or made separately on each class of Share. The Ordinary M Shares are entitled only to dividend and capital rights tied to a defined Murray Uniforms Limited value.

Redesignation of shares

On 2 January 2024, Elmdene Group Limited redesignated 143,064 Ordinary A shares and 1,217,700 Ordinary B Shares, as 1,190,700 Ordinary C shares, 134,064 Ordinary D Shares, and 36,000 Ordinary M Shares with the M shares only entitling the shareholders to the value of Murray Uniforms Limited. The company's Ordinary A and B shares and the new C and D shares carry no right to fixed income, each carry the right to attend and vote at general meetings. They have the right to participate in dividends and the right to receive nominal amounts, premium and any arrears of a dividend on a winding up.

The company's Ordinary M shares have full voting rights. Dividend and distribution rights were limited to the value of Murray Uniforms Limited, which was transferred out of the group in 2024. They do not confer any rights of redemption.

Capital reduction and issue of share capital

On 2 January 2024 a restructure took place whereby the C, D and M shareholders, Elmdene Group Limited and Douglass Joint Holdings Limited entered into a tripartite agreement whereby: Elmdene Group cancelled and reduced by way of capital reduction its C, D and M classes of shares. In consideration for the cancellation, Douglass Joint Holdings Limited issued C, D and M shares to the C, D and M class shareholders of Elmdene Group Limited. Elmdene Group reissued, by way of bonus issue, the C, D and M classes of shares from its reserves to Douglass Joint Holdings Limited in return for the allotment of Douglass Joint Holdings Limited shares to the shareholders of Elmdene Group.

25.

Reserves

The group and company's capital and reserves are as follows:

Revaluation reserve

The revaluation reserve is a non-distributable reserve arising from the revaluation of investment properties.

Translation reserve

Comprises translation differences arising from the translation of financial statements of the group’s foreign entities into Sterling (£).

Profit and loss account

The profit and loss account represents cumulative profits, losses and total other comprehensive income made by the group and company, including distributions to, and contributions from, it's shareholders.

Page 50


ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

26.	Prior year adjustment

The first adjustment relates to a restatement of cost of sales that were previously categorised as administrative expenses. The value re-allocated was £1,205,140 within 2024.

The second adjustment relates to a restatement of the assets owned by Elmdene Group Limited, which fall under a license to occupy agreement with Murray Uniforms Ltd, a company previously part of the group. Following a demerger on 3rd January 2024, as per FRS 102 guidance the associated assets have been classified as an Investment Property. These assets have been restated at the fair value of £2,500,000 as assessed at the date of the demerger.

The third adjustment is the inclusion of translation reserve movements for 2024 being reflected in Other Comprehensive Income. Whilst there was no change in value on this item, it wasn't previously reflected on the Consolidated Statement of Comprehensive Income.

The effects of the prior year adjustments on the prior year financial statements are as follows:

	As previously stated	Total adjustments	As restated
Statement of Comprehensive Income
Cost of sales	(34,569,605)	(1,205,140)	(35,774,745)
Gross profit	28,856,191	(1,205,140)	27,651,051
Administrative expenses	27,489,035	1,220,754	26,268,281
Operating profit	1,367,156	15,614	1,382,770
Loss before tax	(3,113,866)	15,614	(3,098,252)
Loss for the financial year	(4,465,651)	15,614	(4,450,037)
Revaluation on investment properties	-	1,785,321	1,785,321
Income tax on Other Comprehensive Income	-	(446,330)	(446,330)
Currency translation differences	-	111,122	111,122
Other Comprehensive Income	-	1,450,113	1,450,113
Total comprehensive income for the year	(4,465,651)	1,465,727	(2,999,924)

Statement of Financial Position
Tangible assets	23,545,592	(699,065)	22,846,527
Investment properties	-	2,500,000	2,500,000
Fixed assets	26,361,634	1,800,935	28,162,569
Net current assets	22,595,096	1,800,935	24,396,031
Total assets less current liabilities	48,956,730	1,800,935	50,757,665
Provisions for liabilities	(8,302,600)	(446,330)	(8,748,930)
Net assets	40,654,130	1,354,605	42,008,735
Profit and loss reserves	38,743,008	15,614	38,758,622
Revaluation reserve	-	1,338,991	1,338,991
Total equity	40,654,130	1,354,605	42,008,735
Statement of Changes in Equity
Loss for the year	(4,465,651)	1,354,605	(3,111,046)

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ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

27.	Capital commitments
	At the reporting date the group and company had capital commitments as follows:
		Group	Group
		2025	2024
		£	£

Contracted for but not provided in these financial statements

7,641

28.	Pension commitments

The group operates defined contributions pension schemes. The assets of the schemes are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the funds and amounted to £878,153 (2024: £828,487). Contributions totalling £71,472 (2024: £69,876) were payable to the funds at the balance sheet date and are included in other creditors.

29.	Commitments under operating leases
	At the reporting date the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Not later than 1 year	517,831	553,099	20,992	28,711
Later than 1 year and not later than 5 years	1,529,586	990,961	16,224	42,285
Later than 5 years	459,263	205,027	-	-
	2,506,680	1,749,087	37,216	70,996

30.

Related party transactions

Thornbank Holdings Ltd

During 2024 the company received and repaid a loan from Thornbank Holdings Ltd, a company that has the same directors as this company. At 31 December 2025 £Nil (2024: £4,884) was owed to Thornbank Holdings Ltd and interest of £Nil (2024: £59,952) was charged in the period.

Murray Uniforms Ltd

During the period the group purchased goods and services totalling £8,200 (2024: £9,214) and made sales of goods and services totalling £172,837 (2024: £410,780) to Murray Uniforms Ltd, a company which has some of the same directors and ultimate shareholders as this company. The balance owed by the group at 31 December 2025 was £1,218 (2024: £40), and the balance owed to the group at 31 December 2025 was £15,899 (2024: £55,675).

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ELMDENE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

30.	Related party transactions (continued)

Other Related Party Transactions

During the period the group purchased goods and services totalling £67,981 (2024: £183,941), from businesses connected through close family members of the directors. The balance owed by the group at 31 December 2025 to those businesses was £Nil (2024: £960).

During the period the group sold goods totalling £9,099 (2024: £Nil) to a business owned by close family members of a director. The balance owed to the group at 31 December 2025 was £Nil (2024: £Nil).

During the period the group paid costs on behalf of a director totalling £Nil (2024: £35,809) which were subsequently reimbursed in the following year. The balance owed to the group on 31 December 2025 for those transactions was £Nil (2024: £35,809) and is included within other debtors.

During the period the group made donations totalling £80,000 (2024: £60,000) to a charity registered with the Charity Commission for England and Wales. A trustee of that charity is also a director of this company.

During the period the group rented a premises at a cost of £36,000 (2024: £36,000) from Mr J E Douglass and Mrs A R Douglass who hold director and secretary positions within the group. The balance owed by the group on 31 December 2025 was £Nil (2024: £Nil).

The group has taken advantage of the exemption available in FRS102 Section33 whereby it has not disclosed transactions with its subsidiaries and parent.

31.	Subsequent events

There are no other material post-balance sheet events.

32.	Controlling party

The company's immediate and ultimate parent company at the year-end was Douglass Joint Holdings Limited whose registered office is 1 Argosy Court, Scimitar Way, Coventry, CV3 4GA, The ultimate controlling party are the shareholders of Douglass Joint Holdings Limited.

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