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

The principal activity of the group 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.

The ultimate controlling party is Griffon Corporation, incorporated in the United States of America. The Company is a holding company and did not trade in the years ending 30 September 2024 or 30 September 2025. The only transactions generated by the Company are derived from intergroup funding and holding the investment in the UK subsidiaries.

The Group consists of a property holding company and a trading company. 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 trading 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 trading 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 UK Group, were no longer considered viable, and therefore the decision was taken to place the UK Group into a solvent wind-down process.

The Directors have concluded that it is not appropriate to prepare the financial statements on a going concern basis

due to the decision to wind down the Group’s operations. Accordingly, the financial statements have been prepared on a basis other than going concern.

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.

The group recorded a gross loss of (£3,048,373) in FY25 compared to a gross profit of £239,906 in FY24. 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 £10.3m 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 further key performance indicators the directors wish to disclose.

This section describes how we have engaged with and had regard to the interests of our key stakeholders when exercising our duty to promote the success of the Company under section 172(1) of the Companies Act 2006. The principles underpinning section 172 are embedded throughout our Company through the “AMES Way” values, being that we:

Aim High

Make it Happen

Lead with Expertise

Keep it Simple

Each of our values above can be linked to how we operate and work with our key stake holders.

We engage with our stakeholders in a variety of ways. We remain thoughtful and eager to learn as we grow so we can understand better what matters to our key stakeholders. Through this understanding, as a Board, and at all levels of the business, we are then able to make more considered short-term and long-term decisions. These decisions are made through direct engagement by Board members and receiving reports and updates from members of management.

The directors are aware of their duty under Section 172(1) of the Companies Act to act in a manner they consider, in good faith, most likely to promote the success of the Company for the benefit of its members as a whole, while having regard to the interests of stakeholders.

During the financial year ended 30 September 2025, the Company continued to operate as a going concern, however subsequent to the year end, the Company has entered into a managed wind down process, including the cessation of operations and the redundancy of all employees. The Board recognises that, in these circumstances, discharging its duties requires careful consideration of the Company’s stakeholders, particularly employees.

In fulfilling their duties, the directors have:

• Ensured that redundancy decisions were made only after exploring all viable alternatives;

• Implemented a structured and fair redundancy process in line with UK employment law;

• Engaged in consultation processes with employees (and representatives where applicable);

• Provided clear, timely and compassionate communication throughout the process;

• Ensured all statutory and contractual payments, including redundancy, notice and accrued entitlements were met;

• Supported employees through job search support and provided access to employee support services.

The group objective was to treat employees with dignity, fairness and transparency during a highly challenging period.whilst ensuring the health and safety and well-being of our employees remained paramount.

Engagement with employees

We have regular communication through our internal Intranet “The Fountain”.

Throughout the post year end wind down period, the Company has sought to maintain engagement with employees by encouraging attendance at the office for a minimum of two days per week. This approach was supported by initiatives such as providing team lunches with the aim of fostering collaboration, maintaining team cohesion and supporting employee wellbeing during a challenging period.

During the financial year, the Company maintained appropriate relationships with its suppliers and creditors.

Engagement with suppliers, customers and other relationships

Following the year end and decision to wind down, the directors have:

• Communicated the Company’s position in a timely manner;

• Proactively engaged with both customers and suppliers to ensure business continuity was maintained resulting in minimal disruptions to their operations;

• Managed liabilities in accordance with applicable legal requirements;

• Sought to ensure an orderly settlement of obligations where possible

Regulators

We work in a collaborative, transparent and proactive manner with revenue authorities and policymakers. We strive to inform HMRC of significant UK transactions and changes to the business at the earliest appropriate stage and are open about our decision-making, governance processes and tax planning policy. We interact with these bodies in a professional, courteous and timely manner, and seek to maintain a collaborative relationship through regular meetings, discussions and written communications. We will continue to collaborate with the regulators throughout the wind down period.

Debt capital/credit facility providers and credit reference agencies

The Group Finance Director is responsible for managing the relationships with banks, and the management of the Group’s cash/debt and financing activities. The Group Finance Director provides regular reports to the Board on these activities, including the Company’s access to liquidity, monitoring the headroom and treasury management. We will continue to maintain these relationships throughout the wind down period.

Our impact on the community and the environment

Communities and the wider public expect us to act as a responsible company and neighbour and to minimise any adverse impact we might have on local communities and the environment. We do this through regular meetings with our neighbours and support local charities. We take our responsibility to care for the environment very seriously and will continue to do so throughout the wind down period.

Maintaining high standards of business conduct.

Ames UK Holdings Limited is a subsidiary of Griffon Corporation and as such governed by the Griffon Corporate Governance Guidelines and Ethical trading and responsible sourcing guidelines.

We have considered the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD) when preparing this report. Neither the Company or any of the Group’s UK subsidiary undertakings individually meet the definition of a large company and therefore none of the Group’s entities are obliged to report under the SECR regulations of their own account. We have elected not to include the energy and carbon performance of companies within the Group which do not themselves meet the threshold and as such we have nothing to report at a consolidated level.

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 11.

No ordinary dividends were paid. The directors do not recommend payment of a further 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 group is committed to maintaining a robust financial risk management framework to ensure long-term financial stability. The principal financial risks facing the group include price risk, credit risk, liquidity risk and cashflow risk. These are discussed further in the Strategic Report.

The Company is committed to equal opportunities and continued to give full consideration to applications from disabled persons during the year.

The Company maintained engagement with employees during the year through quarterly update meetings, direct line management communication, the intranet and e-mail. Subsequent to the year end, the Company entered a wind down process and commenced a redundancy programme affecting all employees, Further detail on how the directors considered employee interest in this context is included in the Section 172(1) statement within the Strategic Report.

The Company maintained relationships with suppliers, customers and other stakeholders during the year. Following the year end, these relationships have been managed as part of the orderly wind down of the business. Further details are provided in the Section 172(1) Statement.

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 1.4 to the financial statements.

Following the decision to implement a solvent wind down, the directors do not anticipate any future activity, The Group’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 Group’s operations are expected.

We have considered the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD) when preparing this report. These recommendations encourage businesses to increase disclosure of climate-related information, with an emphasis on financial disclosure. Ames UK Holdings Ltd. supports these recommendations and are committed to disclosing the relevant information which can be found below.

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.

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.

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Grant Thornton UK LLP as auditor of the company, will be proposed at the forthcoming Annual General Meeting.

The directors are responsible for preparing the Annual 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 group and company, 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 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;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and 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 company 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 Ames UK Holdings LTD. (the 'parent company') and its subsidiaries (the ‘group’) for the year ended 30 September 2025, which comprise the group statement of comprehensive income, the group and company statement of financial position, the group and company 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 group's and of the parent company’s affairs as at 30 September 2025 and of the group’s 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 1.4 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 Group’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 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.

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.

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 how the Group and parent Company is complying with significant legal and regulatory frameworks through inquiries of management;

• The Group and 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 assessed the susceptibility of the Group and parent 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 manual 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.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;

• 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 Group and parent Company.

• 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.

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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £19,414,591 (2024 - £26,910,627 loss).

Ames UK Holdings Ltd. (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Old Airfield, Heck And Pollington Lane, Pollington, East Yorkshire, DN14 0BA.

The group consists of Ames UK Holdings Ltd. and all of its subsidiaries.

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.

The 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 for parent company information presented within the consolidated financial statements:

• 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 consolidated group financial statements consist of the financial statements of the parent company Ames UK Holdings Ltd. together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 30 September 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

The Directors have assessed the appropriateness of the going concern basis in preparing these financial statements. Following the announcement by the Group’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. 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 Group’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.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

• the Group has transferred the significant risks and rewards of ownership to the buyer

• the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

• the amount of revenue can be measured reliably;

• it is probable that the Group will receive the consideration due under the transaction; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any 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 recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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 recognised in the income statement.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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 net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase based on a weighted average or FIFO basis.

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 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.

The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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.

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

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 group 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 group 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 income statement 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 group 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 group's contractual obligations expire or are discharged or cancelled.

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated statement of comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:

• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

• Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Consolidated statement of comprehensive income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

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 the Consolidated Income Statement when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

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 leased asset are consumed.

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 the Statement of comprehensive income.

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

Finance income and costs

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

Interest income is recognised in the Consolidated Income Statement using the effective interest method.

In the application of the group’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.

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

Management reviews the valuation of intangible assets acquired in business combinations.

Management reviews its stock listing to identify potentially obsolete stock.

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

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 group 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 group 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.

The audit fee for the group and company is borne by one of the subsidiary companies, The Ames Companies UK Ltd.

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 group and company during the year was:

Their aggregate remuneration comprised:

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:

Given the loss incurred by the group in the year, management have not recognised a portion of the deferred tax asset relating to losses at year end, which brings the net deferred tax position in the group to nil. The net deferred tax asset not recognised at group level is £15,004,734 (DTA of £9,771,862).

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

The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.

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

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

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

In the prior year, Ames UK Holdings Limited subscribed for additional shares with the assignment of an intercompany receivable in the following entities:

Ames UK Property Ltd - 30,112,473 ordinary shares of £1.00 each

La Hacienda Limited - 4,600,000 ordinary shares of £1.00 each

The directors have reviewed the carrying value of the investment in Ames UK Property Ltd. and Kelkay Limited (formerly Vatre Group Limited) and have determined that the values have been impaired by £19,187,622. The recoverable amount has been determined from our review of future discounted cashflow models.

Details of the company's subsidiaries at 30 September 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. 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 dated 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 group.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Deferred tax is not recognised in respect of tax losses of £60,018,936 as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group 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.

In December 2023 the ultimate parent, Griffon Corporation agreed to capitalise the outstanding intercompany loans by the allotment of 70,162,029 ordinary shares of £1 each.

Includes all recognised and residual profits and losses less any dividends paid or declared before the year end.

Other equity in reserves relates to capital contributions from the parent company of £22,100,000.

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

Charge code 108117760001 dated 30 July 2018. Fixed charges over all land and intellectual property owned.

Charge code 085929610002 dated 30 July 2018. Land on the north side of Heck and Pollington Lane, Great Heck, Goole with title number YEA36245; land and buildings on the north side of Heck and Pollington Lane, Pollington, Goole with title number HS188360; land on the north side of Heck and Pollington Lane, Great Heck owned by Altia Holdings Limited with title number NYK381808. The charge contains a fixed charge and a negative pledge.

At the reporting end date the group 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 remuneration of key management personnel is as follows.

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 parent of the largest group in which these financial statements are consolidated is Griffon Corporation, incorporated in United States of America.

The address of Griffon Corporation is:

712 5th Avenue, New York, 10019