Company registration number 15934949 (England and Wales)
ENSCO 1529 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
ENSCO 1529 LIMITED
COMPANY INFORMATION
Directors
Mr B C Reid
Mr M Snaith
Mr J M Wallis
Company number
15934949
Registered office
2nd Floor, Dencora Court
Tylers Avenue
Southend On Sea
Essex
United Kingdom
SS1 2BB
Auditor
Azets Audit Services
2nd Floor
Regis House
45 King William Street
London
United Kingdom
EC4R 9AN
ENSCO 1529 LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Income statement
7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 17
ENSCO 1529 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their strategic report for ENSCO 1529 Limited (“the Company”) for the year ended December 31st 2025.

Business review

As the principal activity of the Company during the year was that of a holding company, the Company does not undertake trading activities in its own right and its results principally reflect financing arrangements and balances associated with its role as a holding company.

The directors consider that the Company’s performance and position should be assessed by reference to the recoverability of amounts due from group undertakings and its ability to meet its liabilities as they fall due. The Company’s individual financial statements do not present consolidated trading results of the wider group.

During the year, the Company reported a loss before tax of £697,904 (2 months ended 31st December 2024 a loss before tax of £113,872) and net assets of £1,924,648 at the year-end (2024: £(113,872)). The movement in the Company’s results was primarily due to interest expense, the issuing of loan notes and the remeasurement of the value of long-term debt, following the amendment of existing loan note agreements.

Principal risks and uncertainties

The directors are responsible for identifying and managing the internal and external risks to which the company is exposed. The principal risks and uncertainties facing the Company arise from its role as a holding entity and are outlined below:

Financial risk management

The Company’s financial instruments primarily comprise loan notes and intercompany debtors. The directors’ objective is to manage financial risk in a manner consistent with the Company’s role within the wider group. Further details of financial instruments and related risks are set out in notes 9-12 to the financial statements.

Key performance indicators

Given the Company’s straightforward nature as a holding company, the directors are of the opinion that analysis using KPIs Is not necessary for an understanding of the development, performance and position of the business.

Future Developments

The directors expect the Company to continue to act as a holding company for the foreseeable future. The future development of the Company will depend primarily on the group’s financing arrangements and any strategic decisions made by the Company’s shareholders. The directors will continue to monitor the Company’s financial position and funding requirements.

On behalf of the board

Mr J M Wallis
Director
19 June 2026
ENSCO 1529 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

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

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 7.

Directors

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

Mr S A Hood
(Resigned 21 November 2025)
Mr M Izzard
(Resigned 30 April 2026)
Mr B C Reid
Mr M Snaith
Mr J M Wallis
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr J M Wallis
Director
19 June 2026
ENSCO 1529 LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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). 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:

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.

ENSCO 1529 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENSCO 1529 LIMITED
- 4 -
Opinion

We have audited the financial statements of Ensco 1529 Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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:

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.

Conclusions relating to going concern

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

 

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

 

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

Other information

The 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 annual report. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

ENSCO 1529 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENSCO 1529 LIMITED (CONTINUED)
- 5 -
Matters on which we are required to report by exception

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

 

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Auditor's responsibilities for the audit of the financial statements

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

ENSCO 1529 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENSCO 1529 LIMITED (CONTINUED)
- 6 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Adam Hubbard BA(Hons) FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
2nd Floor
Regis House
45 King William Street
London
EC4R 9AN
24 June 2026
ENSCO 1529 LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
Year
Period
ended
ended
31 December
31 December
2025
2024
Notes
£
£
Turnover
-
-
Interest payable and similar expenses
5
(697,904)
(113,872)
Loss before taxation
(697,904)
(113,872)
Tax on loss
6
-
0
-
0
Loss for the financial year
(697,904)
(113,872)

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

ENSCO 1529 LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
Year
Period
ended
ended
2025
2024
£
£
Loss for the year
(697,904)
(113,872)
Other comprehensive income
-
-
Total comprehensive income for the year
(697,904)
(113,872)
ENSCO 1529 LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors
9
9,836,828
6,501,434
Creditors: amounts falling due within one year
10
(7,170)
(7,170)
Net current assets
9,829,658
6,494,264
Creditors: amounts falling due after more than one year
11
(7,905,010)
(6,608,136)
Net assets/(liabilities)
1,924,648
(113,872)
Capital and reserves
Called up share capital
13
-
0
-
0
Capital contribution reserves
14
2,736,424
-
0
Profit and loss reserves
15
(811,776)
(113,872)
Total equity
1,924,648
(113,872)

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

The financial statements were approved by the board of directors and authorised for issue on 19 June 2026 and are signed on its behalf by:
Mr J M Wallis
Director
Company registration number 15934949 (England and Wales)
ENSCO 1529 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Capital contribution reserves
Profit and loss reserves
Total
£
£
£
£
Balance at 4 September 2024
-
0
-
-
0
-
Period ended 31 December 2024:
Loss and total comprehensive income for the period
-
-
(113,872)
(113,872)
Balance at 31 December 2024
-
0
-
(113,872)
(113,872)
Year ended 31 December 2025:
Loss for the year
-
-
(697,904)
(697,904)
Loan note fair value movement
-
2,736,424
-
0
2,736,424
Balance at 31 December 2025
-
0
2,736,424
(811,776)
1,924,648
ENSCO 1529 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Ensco 1529 Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, Dencora Court, Tylers Avenue, Southend On Sea, Essex, United Kingdom, SS1 2BB.

1.1
Reporting period

The company was incorporated on 4th September 2024. As a result, the comparative results are for a period of less than 12 months, being from the date of incorporation to the year end of 31st December 2024. The current and subsequent periods are to be prepared for a 12 month period.

1.2
Accounting convention

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:

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Ensco 1529 Limited is a wholly owned subsidiary of Ensco 1484 Limited. The results of Ensco 1529 Limited are included in the consolidated financial statements of Ensco 1484 Limited which are available from 2nd Floor Dencora Court, Tylers Avenue, Southend on Sea, SS1 2BB.

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

1.3
Going concern

At the time of approving the financial statements, the directors are required to consider whether the Company can continue in operational existence for a period of at least 12 months from the approval of these financial statements. The Board have concluded that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Management is confident with the new contracts that are coming on board, the restructuring performed in the year and with the additional cash injection received from its investors amounting to £3.35m that the Group is able to continue in the foreseeable future and the accounts should therefore be prepared on the Going Concern Basis.true

ENSCO 1529 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.4
Financial instruments

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

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

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.

Impairment of financial assets

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

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

Derecognition of financial assets

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.

Classification of financial liabilities

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

ENSCO 1529 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
Basic financial 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.

Other financial liabilities

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.

Derecognition of financial liabilities

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

1.5
Equity instruments

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.

2
Judgements and key sources of estimation uncertainty

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.

ENSCO 1529 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 14 -
Key sources of estimation uncertainty

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.

Recoverability of intercompany debt

The carrying value of the intercompany debtor balance is subject to estimation uncertainty, primarily due to the judgement involved in assessing recoverability. In assessing whether the debtor balance is recoverable, management estimate the probability and timing of future repayments, which are dependent on the group’s future trading performance and cash flow generation. Assumptions underpinning this assessment include projected revenue growth and cost management measures.

 

3
Operating profit
Fees payable to the company's auditors are borne by a subsidiary company, Hood Group Limited.
4
Employees

The Company is considered to have no employees in the year.

5
Interest payable and similar expenses
Period ended
2025
31st December 2024
£
£
Other interest on financial liabilities
697,904
113,872
6
Taxation

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:

2025
2024
£
£
Loss before taxation
(697,904)
(113,872)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(174,476)
(28,468)
Unrecognised deferred tax asset
174,476
28,468
Taxation charge for the year
-
-
7
Fixed asset investments

As at 31st December 2025, fixed asset investments had a carrying value of £0.01 (2024 - £0.01).

ENSCO 1529 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
8
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Ensco 1530 Limited
2nd Floor, Dencora Court, Tylers Avenue, Southend on Sea, Essex, SS1 2BB
Ordinary
100.00
-
Hood Group Limited
As above
Ordinary
0
100.00
Hood Travel Limited
As above
Ordinary
0
100.00
Hood Group Administration Limited
As above
Ordinary
0
100.00
9
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
7,463,808
6,501,434
Other debtors
2,373,020
-
0
9,836,828
6,501,434
10
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
7,170
7,170
11
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Other borrowings
12
7,905,010
6,608,136
12
Loans and overdrafts
2025
2024
£
£
Other borrowings
7,905,010
6,608,136
Payable after one year
7,905,010
6,608,136
ENSCO 1529 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Loans and overdrafts
(Continued)
- 16 -

In 2024, the Company issued a loan note with a nominal amount of £6,494,264, 10% secured series A fixed rate. Interest accrues on the principal amount until the date on which the loan note redeems and is payable on redemption - 29 Oct 2029. The loan note does not contain any restrictions on borrowing, charging or disposal of assets by the issuer or any of its subsidiaries.

 

On 28th November 2025, a new loan note amendment agreement was made in relation to the above-mentioned A loan notes. This resulted in the loan notes changing to A1 loan notes with a maturity date of 28th November 2030 and amended interest of 0%. This amendment was assessed as substantial, as a result the liability is measured at the present value of future cash flows using an effective interest rate of approximately 10%.  The difference of £2,736,424 between the nominal loan value and the amortised cost has been recognised in Capital and Reserves as a capital contribution reserve, reflecting the shareholder relationship.

 

On 28 November 2025, a company within the group issued further loan notes with a nominal amount of £3,207,338, 15% secured series A2 fixed rate and £128,059, 15% secured series B2 fixed rate. Interest accrues on the principal amounts until the date on which the loan note redeems and is payable on redemption - 28 November 2030. The loan note does not contain any restrictions on borrowing, charging or disposal of assets by the issuer or any of its subsidiaries.

13
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Ordinary shares of 1p each
1
1
0.01
0.01
14
Capital contribution reserves
2025
2024
£
£
At the beginning of the year
-
-
Movement
2,736,424
-
At the end of the year
2,736,424
-

The capital contribution reserve of £2,736,424 arose following the amendment of the loan note agreement on 28th November 2025 and is not available for distribution.

15
Profit and loss reserves
2025
2024
£
£
At the beginning of the year
(113,872)
-
0
Loss for the year
(697,904)
(113,872)
At the end of the year
(811,776)
(113,872)
16
Financial commitments, guarantees and contingent liabilities

There is a cross guarantee in place across each legal entity within the Hood Group, undertaking to settle the obligations of the loan notes in the event that the Company is unable to.

ENSCO 1529 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
17
Ultimate controlling party

The directors consider the parent company to be Ensco 1484 Limited, incorporated in England and Wales.

The directors consider the ultimate controlling party to be Connection Capital LLP, incorporated in England and Wales.

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