The directors present the strategic report for the year ended 30 September 2025.

The principal activity of the company during the year was that of the supply of decorative aggregates, paving, high quality terracotta garden ware, pots and planters, water features, outdoor heating, garden décor and other associated garden products to both the Garden Centre Industry via wholesale and retail distribution.

FY25 saw the implementation of a new ERP system in October 2024, designed to enhance operational efficiency and strengthen data integrity. The platform integrates finance, procurement, inventory and logistics into a single system, providing real-time visibility across the business with the objective of delivering long-term efficiencies and improved internal controls.

During the transition period, the Company experienced temporary operational challenges which impacted order fulfilment efficiency. These issues, arising from the implementation of new systems and processes, resulted in delays in dispatching customer orders. Remedial actions were taken promptly, and operational performance improved significantly towards the end of the financial year, with positive momentum continuing into FY26.

In addition, the Company was impacted by a significant bad debt following the administration of a major customer, Homebase. This event adversely affected short-term cash flow and resulted in the loss of a key revenue stream.

In February 2026, Griffon Corporation, the ultimate holding company, announced that due to a combination of significant and sustained economic challenges, the continuing operations of the Company and the wider UK Group, were no longer considered viable, and therefore the decision was taken to place the Company and the wider UK Group into a solvent wind-down process.

Some of the retail customers review product ranging on an annual basis leading into the next season. This presents uncertainties with regards to confirmed ranging year on year. The Company’s strong relationship with customers and innovative product minimises this risk.

Interest rate risk

The loans within the company are those held with the parent company and as such interest risk exposure is determined to be extremely low.

Price risk

Price risk is the risk that changes in raw material prices have the potential to impact on the profitability of the company. The company aims where possible to pass inflationary cost increases to the end consumer.

Credit risk

Credit risk is the risk that one party of a financial instrument will cause a financial loss for the other party by failing to discharge its obligation. Company policies are aimed at minimising such losses and require customers to satisfy credit worthiness procedures prior to acceptance of contracts. The company does not consider that it is materially exposed to credit risk.

Cash flow and liquidity risk

Cash flow and liquidity risk is the risk that a company's available cash will not be sufficient to meet its financial obligations. The company actively manages its cash flow position including collection of debts and timely payment of creditors. Due to the seasonality of Company’s working capital requirements, the company uses a combination of finance leases and hire purchase contracts, cash, intergroup funding and short term deposits to minimise the Company's exposure to cash flow and liquidity risk.

Foreign Exchange risk

Foreign exchange risk refers to the potential for loss from exposure to foreign exchange rate fluctuations. Fluctuations in GBP against the USD can also affect the pricing of materials. Company policies are aimed at minimising this risk. The company does not consider that it is materially exposed to foreign exchange risk.

Gross loss increased from £0.28m in FY24 to £3.1m in FY25. This movement is primarily driven by significant exceptional adjustments recognised in connection with the planned wind-down of the business. As the financial statements have been prepared on a break-up basis, assets and liabilities have been reassessed and measured at the lower of cost and net realisable value.

As a result, impairment charges totalling £7.8m have been recognised across cost of sales and administrative expenses. In addition, provisions of £3.8m have been recorded in respect of exceptional costs associated with the wind-down process.

Further detail on these exceptional items is provided in Note 4 to the financial statements.

There are no non-financial key performance indicators that the directors wish to disclose.

Following the decision to implement a solvent wind down, the directors do not anticipate any future activity, The Company’s focus will be on the orderly realisation of its remaining assets, settlement of liabilities and completion of the wind down process. As such, no further significant developments in the company’s operations are expected.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 September 2025.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

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

The company is committed to maintaining a robust financial risk management framework to ensure long-term financial stability. The principal financial risks facing the company include price risk, credit risk, liquidity risk and cashflow risk. These are discussed further in the Strategic Report.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Our employees are our greatest asset and our success relies on the application of their knowledge and skills. We aim to be an employer of choice and a responsible employer in our approach to pay and benefits, and the health, safety and well-being of our employees is always a primary consideration. We communicate with employees through a variety of channels including management site visits, departmental meetings, AMES Talk, whole company presentations and the Company Intranet.

The company is committed to the development of employee consultation and thereby to the greater involvement of employees in the company's operations and future strategy. Consultation is achieved on both a formal and informal basis through work committees, briefing sessions and discussions with groups of employees.

Meeting the needs of customers now and developing our offering so that we can continue to meet and exceed their needs into the future, requires regular engagement. Customer requirements are always taken into consideration during new product development along with assessment of the demand curve over the coming months. Our aim is to be a supplier and customer of choice to our customers and suppliers. We expect our suppliers to operate ethically, taking due consideration for the safety and well-being of their workers while minimising their environmental impacts. By working closely with and setting high standards for our suppliers, we reduce operating and reputational risk and promote the long term success of the company. This is achieved through regular meetings, both virtually and physically.

In February 2026, Griffon Corporation, the ultimate holding company, announced that due to a combination of significant and sustained economic challenges, the continuing operations of the Company and the wider UK Group, were no longer considered viable, and therefore the decision was taken to place the Company and the wider UK Group into a solvent wind-down process.

Going concern considerations have been set out in note 1.3 to the financial statements.

The directors confirm that:

• so far as each director is aware, there is no relevant audit information of which the company'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's auditor is aware of that information.

The company aims to prevent any possible adverse effects upon the environment and people arising from its activities. We aim to recycle, rework and reduce our waste as much as possible. Only licenced, approved, specialist waste disposal contractors are used.

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Grant Thornton UK LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting, subject to the Company’s requirements as it progresses through the solvent wind down.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state 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 company will continue in business.

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

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

We have audited the financial statements of The Ames Companies UK LTD. (the 'company') for the year ended 30 September 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including 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:

• the financial statements give a true and fair view of the state of the company's affairs as at 30 September 2025 and of its loss 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 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.

Emphasis of matter – basis of preparation of the financial statements

We draw attention to Note 1.3 to the financial statements, which describes the basis of preparation of the financial statements. As described in that note, the Directors have assessed the appropriateness of the going concern basis in preparing these financial statements. Following the announcement by the Company’s ultimate parent undertaking in February 2026 of its intention to implement a solvent wind down, the Directors no longer consider it appropriate to prepare the financial statements on a going concern basis. Accordingly, the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual Report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the report and the 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.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

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, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

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

As explained more fully in the statement of directors' responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

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

• The company is subject to many laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. We identified Financial Reporting Standard 102 and the Companies Act 2006 as those most likely to have a material effect if non compliance were to occur;

• We obtained an understanding of how the company is complying with significant legal and regulatory frameworks through inquiries of management;

• We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur. We considered the opportunity and incentives for management to perpetrate fraud, and the potential impact on the financial statements

• Audit procedures performed by the engagement team included:

• identifying the significant risk of fraud within revenue recognition and undertaking substantive testing to obtain sufficient and appropriate audit evidence;

• testing journal entries, in particular journal entries relating to management estimates and entries determined to be large or relating to unusual transactions; and

• identifying and testing related party transactions.

• 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 engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team included:

• consideration of the engagement team’s understanding of, and practical experience with, audit engagements of a similar nature and complexity;

• appropriate training, knowledge of the industry in which the company operates; and

• understanding of the legal and regulatory requirements specific to the company.

• We communicated relevant laws and potential fraud risks to all engagement team members and remained alert to any indicators 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.

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

The notes on pages 12 to 28 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The Ames Companies UK Ltd. is a private company limited by shares incorporated in England and Wales. The registered office is The Old Airfield, Heck And Pollington Lane, Pollington, East Yorkshire, DN14 0BA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

The company has taken advantage of the exemption available under paragraph 33.1A of FRS 102 and does not disclose related party transactions with members of the same group that are wholly owned.

Group reorganisations, including the transfer of businesses, subsidiaries, or other group entities under common control, are accounted for using merger accounting in accordance with FRS102.

Under this method:

• The assets and liabilities of the transferred entity or business are recognised at their existing net book values

• No goodwill is recognised as a result of the reorganisation.

• Any difference (if any) between the consideration transferred and the net assets acquired is recognised in equity (e.g., as a merger reserve or within retained earnings). If there is no difference between net assets acquired and the consideration, no merger reserve is created and the transaction will have no impact on equity

The Group applies this policy consistently to all transactions that qualify as group reorganisations involving entities under common control.

The Directors have assessed the appropriateness of the going concern basis in preparing these financial statements. Following the announcement by the Company’s ultimate parent undertaking in February 2026 of its intention to implement a solvent wind down, the Directors no longer consider it appropriate to prepare the financial statements on a going concern basis.true

Accordingly, the financial statements have been prepared on a basis other than going concern. Under this basis, assets are stated at their estimated recoverable amounts and liabilities are stated at their expected settlement amounts, reflecting the intention to realise the Company’s assets and settle its liabilities in the course of winding up its activities.

The Directors have considered the impact of adopting a basis other than going concern and, where appropriate, adjustments have been made to reflect the expected timing and realisation of assets and settlement of liabilities.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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.

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and assets in the course of construction are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the statement of comprehensive income over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets.

Judgements are made in assessing whether indicators of impairment exist. These judgements involve assumptions about future economic conditions and performance expectations based upon cashflow forecasts. Impairment reviews are carried out periodically by management.

Management reviews its stock listing to identify potentially obsolete stock.

Management identifies potential provisions based on past experience with warranty arid credit note claims as well as customer knowledge.

Management reviews dilapidations provisions at each reporting date, based on the expected estimated costs to make good properties held on lease.

Onerous leases

Management review existing leases at each reporting date and identifies potential provisions based on whether the unavoidable costs of meeting the obligations under the contract, exceed the projected future economic benefits expected from the lease.

Wind down provisions

As part of the Company's solvent wind-down, management has recognised provisions for costs expected to arise in completing the closure process. The measurement of these provisions involves estimates regarding the nature, timing and amount of future expenditure, including professional fees and other wind-down costs. Actual costs incurred may differ from those estimated and the provisions will be reviewed and updated as the wind-down progresses and additional information becomes available.

During the year the company incurred £3,781,699 in exceptional costs in connection with the wind down of the company. These costs are considered exceptional because they are non-recurring and not part of normal business operations. See below for a breakdown of the exceptional costs.

During the prior year the company incurred £2,525,980 in exceptional costs in connection with the group reorganisation. These costs are considered exceptional because they are non-recurring, and not part of normal business operations.

During the prior year £124,537 of depreciation was included in restructuring costs. In May 24 the decision was taken to cease manufacturing wood products and ultimately any assets directly associated with this area of the business was written down to a net book value of zero with all costs being recognised in restructuring.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

There are £51,551,946 of unused tax losses (2024 - £36,572,451) for which no deferred tax asset is recognised in the statement of financial position.

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:

More information on impairment movements in the year is given in note 12.

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

In March 2023 Kelkay Limited received a fine of £621,019 from the Health and Safety Executive (HSE) relating to an incident which occurred in June 2018. The balance at the 30th September 2024 was £300,000. A further payment of £150,000 was made in March 2025 with the final balance payable in March 2026.

The onerous contract relates to a property lease with a termination date of February 2027. £250,000 of the provision has been utilised during the year.

The provisions of £898,748 in place were all in respect of dilapidations and none of the provisions were utilised in the year.

During the year an additional provision of £3,781,699 has been recognised for all future costs in relation to the wind down of the company.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totalling £55,739 (2024 - £69,894) were payable to the scheme at the end of the year and are included in creditors.

Each share has full rights in the company with respect to voting, dividends and distributions.

On 5 September 2024, 6,925,193 ordinary £1 shares were issued at par. On 16 September 2024, 1 ordinary share of £1 was issued at a premium of £23,629,179. This was allocated as £1 to Share capital and £23,629,179 to Share Premium.

The reserve records the excess of the amounts paid for any ordinary shares issued by the Company compared to the par value.

The reserve relates to the cumulative retained earnings less amounts distributed to shareholders.

The company holds the following outstanding charges with HSBC UK Bank PLC:

Charge code 085929610002 dated 30 July 2018. Land on the north side of Heck and Pollington Lane, Great Heck, Goole with title number NYK349848; land and buildings on the north side of Heck and Pollington Lane, Pollington, Goole with title number HS188360; land and buildings on the north side of Heck and Pollington Lane, Pollington with title number HS243868, Kelkay LTD, Heck lane, Pollington, Goole, DN14 0BA The charge contains a fixed charge and a negative pledge.

Charge code 042197110007 dated 15 February 2017. A fixed and floating charge over all assets. The floating charge covers all the property or undertaking of the company. The charge contains a negative pledge.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Operating lease commitments have been presented based on a final settlement agreed post year end following the decision to wind down the company. As a result, no amounts are due after one year.

In February 2026, Griffon Corporation, the ultimate holding company, announced that due to a combination of significant and sustained economic challenges, the continuing operations of the Company and the wider UK Group, were no longer considered viable, and therefore the decision was taken to place the Company and the wider UK Group into a solvent wind-down process.

The Company has taken advantage of the exemption allowed under section 33 of FRS 102 from disclosing transactions with the immediate parent company as the Company is 100% owned.

In the opinion of the directors the ultimate parent is Griffon Corporation, incorporated in United States of America. The registered address of Griffon Corporation is 712 5th Avenue, New York, 10019.

The company's immediate parent is Ames UK Property Ltd. (formerly Altia Holdings Limited), incorporated in England and Wales.

The parent of the smallest group in which these financial statements are consolidated is Ames UK Holdings Ltd. (formerly The Ames Companies UK Limited), incorporated in England and Wales.

The address of Ames UK Holdings Ltd. (formerly The Ames Companies UK Limited) is:

The Old Airfield, Heck And Pollington Lane, Pollington, East Yorkshire, DN14 0BA

These financial statements are available upon request from Companies House.