The directors present the strategic report for the year ended 30 June 2026.
The financial year represented an important period of transition and recovery for Eris TopCo Limited. Following the restructuring undertaken in the prior period, management remained focused on improving the quality and consistency of trading execution, maintaining tight control of the cost base and working capital, and establishing a stronger platform for sustainable growth.
Despite a challenging external trading environment, the business delivered a significant improvement in underlying profitability. Revenue remained broadly consistent with the prior year, while improved gross margin performance and a materially reduced operating cost base resulted in a return to positive adjusted EBITDA and profit before tax. Gross profit increased by approximately £1.0m year-on-year, with gross margin improving from 7.2% to 8.7%. Adjusted EBITDA improved from a loss of £1.047m in the prior year to a profit of £0.954m.
Operational Improvement and Financial Discipline
The improvement reflects both the benefits of the restructuring programme and a greater emphasis on disciplined trading execution. Management has maintained close control over operating expenditure, working capital and the quality of revenue, while seeking to improve the consistency of gross profit generation across the business.
Operating costs reduced from £5.7m to £4.7m, including a significant reduction in staff costs following the restructuring of the business. This has created a more appropriate operating platform from which the Group can selectively reinvest in capabilities expected to support future growth.
Investment in Capability
Having established a more efficient cost base, the business has begun investing selectively in sales and pre-sales capability. The objective is to provide greater depth within Intec's established relationship-led distribution model while increasing the technical capability available to customers and vendor partners.
This investment is intended to allow the business to engage earlier in the opportunity lifecycle, support more complex solution requirements and strengthen its ability to translate long-standing channel relationships into sustainable growth.
Training programmes continue in the business at all levels to develop all functions and maintain key personnel.
Vendor and Customer Development
During the year, management continued to develop the vendor portfolio, introducing new relationships intended to broaden Intec's addressable market and strengthen its relevance to the channel.
The strategy is designed to evolve the trading mix progressively rather than replace the group's established core business. New vendor relationships provide opportunities to enter adjacent technology categories, increase engagement with existing customers and selectively develop new trading relationships.
Management believes that a broader and increasingly complementary vendor portfolio, combined with enhanced sales and technical capability, should improve the resilience and quality of the company's future revenue base.
Market Environment
Trading conditions remain challenging. Global geopolitical and economic uncertainty continues to affect technology supply chains, product availability, lead times and the predictability of customer purchasing decisions.
These conditions require continued discipline around inventory, forecasting and working capital. Management will therefore maintain a cautious approach to stock investment and operating costs while ensuring the business retains sufficient capability to respond to market opportunities.
The Group's board reviews the risks facing the group weekly and works to mitigate them. Processes are designed to identify, mitigate, and manage risk, and the Executive Board bears ultimate responsibility for risk management. The principal risks facing the business and the key controls in place to mitigate are as follows:
Business performance risk: Business performance risk refers to the likelihood that a group may not perform as expected, either due to internal factors or competitive pressures in its market. This risk is managed through several measures, including ensuring the appropriate management team is in place, budget and business planning, monthly reporting and variance analysis, financial controls, key performance indicators, regular forecasting and sensitivity analysis, product and stock management, and maintaining a stock provision that is not in deficit. OKRs have been introduced to hold all employees accountable for performance and the continued success of the business via quarterly, SMART and achievable goals.
Liquidity Risk: This has been reviewed via a sensitivity analysis and even with lower results there is still headroom to operate on an ongoing basis. On top of this further analysis has been carried out to understand what would be required to continue to operate at these lower levels. Cash flow is reviewed on a weekly basis by the FD and all payments are personally signed off to ensure headroom and forecast remains inline with expectation of headroom.
Business continuity risk: Business continuity risk planning is regarded as of significant importance by managers and directors. A business continuity plan has been developed (and is subject to periodic review) to ensure that supply can be maintained in the event of a significant negative impact on the business.
Health and safety risk: The group is committed to ensuring a safe working environment. The risks arising from inadequate management of health and safety matters include exposing employees and third parties to the risk of injury, potential liability, and/or loss of reputation. The group manages these risks through the strong promotion of a health and safety culture and well-defined health and safety policies. Quality processes are handled via the company's ISO 9001 accreditation and framework.
Financial and business control: Strong financial and business controls are essential to ensure the integrity and reliability of financial and other information on which the company relies for day-to-day operations, external reporting, and long-term planning. The group exercises financial and business control through a combination of qualified and experienced financial teams, performance analysis, budgeting and cash flow forecasting, and clearly defined approval limits. The external auditors provide advice on specific accounting and tax issues as they arise.
Cyber Security: Management continue to review the tools in place to ensure they are suitable and enforced cyber awareness throughout the whole organisation. This is supported by keeping up with best practice, providing constant training and continuously reviewing the business continuity plan.
Data Protection: Data protection remains a key focus. The approach will be to utilise more of the Microsoft 365 compliance stack, with licensing capability increased as required to support this.
Regulatory Compliance: The group is subject to a range of industry-specific regulations, which could expose the group to risks associated with failure to comply with relevant codes of practice, laws, or regulations. Failure to comply could result in fines, the cessation of certain business activities, and/or a public reprimand. This risk is mitigated through close monitoring of regulatory compliance and ongoing training.
In addition to the above results, the company is managed using extensive KPIs at both a business and operational level, with regular reviews held weekly and monthly executive board reviews. The following is a list of the key KPIs in operation:
EBITDA: measured as an operating profit before interest, depreciation, and amortisation.
Sales and Gross Margin per day: This shows a trend of what months are busier and what Gross Margin per day is needed to break even.
Working Capital Days: Keeping Trade Debtors, Creditors and Stock consistent is key to control to ensure AR is collecting debtors, AP is paying suppliers on time & stock is turning efficiently to maintain cash levels.
Direct Vendor Contracts: Tracking targets set with the company's direct vendors to ensure collaborative growth in both revenue and customer base.
An ongoing priority for the business will be to consolidate its position by providing a seamless total customer experience from the initial sales process through to customer service, support, and satisfaction. Management intend to continue to offer comprehensive training and coaching programs to further support the company's goal of providing an exceptional customer experience for all its customers.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 June 2026.
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:
Engagement with our stakeholders
The Board seeks to understand the respective interests of key stakeholder groups so that these may be properly considered in the Board’s decisions. As part of its ongoing engagement with its key stakeholders the directors have undertaken the following activities
Shareholders
Our ultimate shareholder is Chiltern Capital Nominees Limited which is a proactive and supportive investor in small and medium sized businesses. Intec's Board meet and present monthly the Health and Safety, financial and commercial performances and discuss the strategic roadmap alongside acquisitive opportunities. In addition, the Shareholder has a permanent representative on the Executive Board which provides excellent support on both key projects and strategic value creation initiatives.
Employees
Fundamental to the ultimate success and delivery of our service is our team members. The health, safety and mental wellbeing of our workforce is our primary consideration in the way we conduct our business. We aim to be a responsible employer in our approach to the pay and benefits our employees receive.
Vendors
The Company continues to focus heavily on its supply chain and procurement function carrying out quarterly reviews with our key partners to drive continuous improvement and in return we strive to abide by the payment terms agreed with suppliers in full support of the code of Payment Practices Reporting. We constantly review certain key areas of the supply chain to prevent involvement in modern slavery, corruption, infringement, bribery and breaches of competition law.
Customers
Key to our success is how we engage with our customers, and we meet and have regular dialogue with our commercial partners through the year to gain a full understanding of the market and their needs. An ongoing priority of the business to consolidate our position in the market is to provide a total customer experience from the initial sales process through to customer service, support and satisfaction. We continue, with the support of our vendor partners, to invest in comprehensive training and coaching programs to provide a first-class experience for all our customers.
Environment, Sustainability and Communities
On a wider scale we take into account the impact of the groups operations on the community and environment as our social responsibilities, in particular how we comply with environmental legislation. At every opportunity we pursue waste savings and react promptly to our local community concerns. We will continue to recognise our Duty of Care towards the environment and place extreme importance on complying with both legal and moral obligations towards the environment and our local community.
The auditor, Cooper Parry Group Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Eris TopCo Limited's trading subsidiary, Intec Microsystems Limited has had 12 months of trading since the refinance and restructure of the business and has returned to profitability achieving EBITDA of £954,294 and PBT of £206,393.
The business is 13 months into a 36-month facility with IGF. Full covenant compliance has been met. The facility has sufficient headroom to support growth and management has prepared a number of downside sensitivities so support the going concern assessment.
At the time of approving the financial statements, the directors believe the company has adequate resources to continue in operational existence for the foreseeable future and thus continue to adopt the going concern basis of accounting in preparing the financial statements.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Eris TopCo Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2026 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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
Other information
Opinions on other matters prescribed by the Companies Act 2006
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 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 parent company or to cease operations, or have no realistic alternative but to do so.
The extent to which our procedures are 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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non- compliance with laws and regulations, we considered the following:
the nature of the industry and sector, control environment and business performance including the design of the group's remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
results of our enquiries of management about their own identification and assessment of the risks of irregularities;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
the matters discussed among the audit engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the Financial Statements. The key laws and regulations we considered in this context included the UK Companies Act, pensions legislation and tax legislation in all relevant jurisdictions where the company operates.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the Financial Statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
In addition to the above, our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the Financial Statements;
enquiring of management concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non- detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
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.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2025 - £0 profit).
Eris TopCo Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office 3rd Floor, 86-90 Paul Street,London, United Kingdom, EC2A 4NE.
The group consists of Eris Topco Limited and all of its subsidiaries.
The previous accounting period had been shortened to a 6 month period, from 1 January 2025 to 30 June 2025. Consequently, the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.
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'
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 consolidated group financial statements consist of the financial statements of the parent company Eris Topco Limited 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 June 2026. 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.
Eris TopCo Limited's trading subsidiary, Intec Microsystems Limited has had 12 months of trading since the refinance and restructure of the business and has returned to profitability achieving EBITDA of £954,294 and PBT of £206,393.
The business is 13 months into a 36-month facility with IGF. Full covenant compliance has been met. The facility has sufficient headroom to support growth and management has prepared a number of downside sensitivities so support the going concern assessment.
At the time of approving the financial statements, the directors believe the company has adequate resources to continue in operational existence for the foreseeable future and thus continue to adopt the going concern basis of accounting in preparing the financial statements.
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.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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 profit and loss account.
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 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.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102.
Financial instruments are recognised in the group's balance sheet 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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
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.
The group estimates the useful lives of property, plant and equipment and goodwill based on the period over which the assets are expected to be available for use. The estimated useful lives of property, plant and equipment and goodwill are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the assets.
The group reviews its inventory to assess for potential loss on account of obsolescence on a regular basis. In determining whether provision for obsolescence should be recorded in the profit or loss, the group makes judgments as to whether there is any observable data indicating that there is any future saleability of the product and the estimated net realisable value for such product. Accordingly, provision for impairment is made where the net realisable value is anticipated to be less than the cost based on best estimates by the management. The provision for obsolescence of inventory is based on the aged profile of the stock. The provision for obsolete inventory in the current year is £34,202.
During the period certain costs and adjustments were incurred post-acquisition that, whilst directly connected with the group's operations were not recurring in nature. It was therefore deemed necessary for the understanding of the financial statements to analyse these costs separately.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual (credit)/charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
The group has an unrecorded deferred tax asset of £1,245,619 (2025: £1,234,395) resulting from the availability of carried forward tax losses totalling £5,218,763 (2025: £5,163,605).
Details of the company's subsidiaries at 30 June 2026 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Other creditors includes an invoice discounting facility totaling £7,526,614 (2025: £6,221,400) which is secured by way of the trade debtors to which they relate.
Deferred consideration is payable based upon certain criteria, both conditional and un-conditional being met in the period up to and including 31 August 2026. These amounts totalling £625,000 as at 30 June 2026 are reasonably expected to be paid in relation to the acquisition.
The loan notes are secured by fixed charges held over shares indirectly held within subsidiary companies.
On the 7 July 2023 Eris Midco Limited issued loan stock (secured loan stock 2028) totalling £652,830 comprising of A Loan Stock totalling £499,320 and B Loan Stock totalling £153,510. Both A and B loan stock rank pari passu in all respects and without discrimination or preference.
Both A and B loan stock bear interest at a rate of 12% per annum, and any interest not paid accrues into the principal amounts. Loan stock is scheduled for settlement on the 5th anniversary of issue and are secured by way of a fixed and floating charge over the assets of the Eris Group.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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.
The company was incorporated on the 15 April 2023 with the issue of one Ordinary Share with a nominal value of 0.1p.
On the 7 July 2023 the company issued further shares of varying classifications, with all shares issued fully paid.
679,999 A1 Ordinary Shares were issued with a nominal value per share of 0.1p. The existing Ordinary Share from issue was converted to an A1 Ordinary Share.
45,000 A2 Ordinary Shares were issued with a nominal value per share of 0.1p.
160,000 B Ordinary Shares were issued with a nominal value per share of 0.1p
45,000 B Ordinary Shares were issued with a nominal value per share of 0.1p
70,000 C Ordinary Shares were issued with a nominal value per share of 0.1p
On the 22 September 2024 the company issued 10,000 B Ordinary Shares with a nominal value per share of 0.1p
Each share in issue at the 30 June 2026 has attached to it full rights with respect to voting and dividends on distributions of assets on a liquidation or return of capital. The surplus assets of the company remaining, after payment of its liabilities, shall be distributed to the holder of the respective share types according to Article 5 of the Articles of Association of the Company.
The profit and loss account includes all current retained profits and losses, net of dividends paid.
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:
During the year, the group paid £178,500 (2025: £95,396) to the ultimate parent undertaking in respect of management and administrative services.