The directors present their strategic report for ENSCO 1530 Limited (“the Company”) for the year ended December 31st 2025.
As the principal activity of the Company during the year was that of an investment 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 carrying value of its investments, 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. Where relevant, the directors have considered the performance and prospects of the underlying trading group in assessing the carrying value of investments and other intercompany balances.
During the year, the Company reported a loss before tax of £87,210 (2 months ended 31st December 2024 a loss before tax of £14,880) and net assets of £245,009 at the year-end (2024: £(14,880)). The movement in the Company’s results was primarily due to interest expense and the remeasurement of the value of long-term debt, following the amendment of the loan note agreement on 28th November 2025.
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:
Investment valuation risk: the carrying value of the Company’s investments in subsidiary undertakings depends on the performance of the underlying businesses. The directors review the carrying value of investments for indicators of impairment and, where required, perform impairment assessments based on available forecasts and other relevant information.
Credit risk: the Company may be exposed to credit risk in respect of amounts due from group undertakings. The directors monitor the recoverability of intercompany balances by considering the financial position and expected cash generation of the relevant group companies.
Dependence on subsidiaries: a deterioration in the trading or financial performance of the Company’s subsidiary undertakings could affect the value of the Company’s investments and the recoverability of amounts owed to the Company.
Financial risk: the Company’s ability to meet its obligations depends on the availability of funds from its own resources and group funding arrangements. The directors monitor expected cash flows, debt service requirements and compliance with relevant financing arrangements.
Financial risk management
The Company’s financial instruments primarily comprise loan notes, intercompany debtors and intercompany creditors. 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.
The directors expect the Company to continue to act as an investment holding company for the foreseeable future. The future development of the Company will depend primarily on the performance of its subsidiary undertakings, 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, investment carrying values and funding requirements.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 8.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Ensco 1530 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
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.
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:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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.
The income statement has been prepared on the basis that all operations are continuing operations.
Ensco 1530 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.
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.
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 £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
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.
A key judgement relates to the assessment of impairment of the Company’s investment in its subsidiary undertakings, carried at cost less accumulated impairment. Management has exercised judgement in determining whether indicators of impairment exist and, where such indicators are identified, whether the carrying value of the investment exceeds its fair value.
Assessing fair value involves significant estimation uncertainty, particularly in relation to the assumptions used to estimate future cash flows and the discount rate applied, which is based on the subsidiary’s weighted average cost of capital (WACC). The WACC reflects management’s estimate of the time value of money and the risks specific to the subsidiaries and its operating environment.
The Company is considered to have no employees in the year.
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:
Details of the company's subsidiaries at 31 December 2025 are as follows:
In 2024, the Company issued a loan note with a notional value of £707,186.04, 12% unsecured series B fixed rate. Interest initially accrues on the principal amount until the date on which the loan note redeems and is payable on redemption - initially 29th October 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 B loan notes. This resulted in the loan notes changing to B1 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 12%. The difference of £347,099 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.
The capital contribution reserve of £347,099 arose following the amendment of the loan note agreement on 28th November 2025 and is not available for distribution.
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.