REGISTERED NUMBER: SC383785 (Scotland)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

FOR

D NESS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

16

DIRECTOR:

A G Robertson

REGISTERED OFFICE:

The Cottage

2 Devanha Gardens West

Aberdeen

AB11 7UW

REGISTERED NUMBER:

SC383785 (Scotland)

AUDITORS:

McLay, McAlister & McGibbon LLP

Chartered Accountants and Statutory Auditors

145 St. Vincent Street

Glasgow

G2 5JF

The director presents his strategic report of the company and the group for the year ended 31 October 2025.

REVIEW OF BUSINESS

The director is satisfied with the overall performance. During a year of stable market conditions, turnover and profit has increased, together with an improved capital reserve position. The director anticipates an increase in turnover and operating profit during the incoming year.

PRINCIPAL RISKS AND UNCERTAINTIES

The director has established risk management systems to effectively manage the risks to which the company is exposed.

The key risk facing the business is market risk whereby a downturn in markets could reduce future revenue levels. The company actively monitors their mitigation measures against such risks and respond accordingly.

ON BEHALF OF THE BOARD:

A G Robertson - Director

29 October 2026

The director presents his report with the financial statements of the company and the group for the year ended 31 October 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of financial planners.

DIVIDENDS

An interim dividend of 1.26 per share was paid on 31 October 2025. The director recommends that no final dividend be paid.

The total distribution of dividends for the year ended 31 October 2025 will be £ 196,500 .

DIRECTOR

A G Robertson held office during the whole of the period from 1 November 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, McLay, McAlister & McGibbon LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A G Robertson - Director

29 October 2026

Opinion

We have audited the financial statements of D Ness Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director's 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 group's and the parent 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

n 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 sector, control environment and business performance;

-results of our enquiries of management about their own assessment of risks and irregularities;

-any matters we identified having reviewed the company's internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

-matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators.

We obtained an understanding of the legal and regulatory framework that the company operates in. The key laws and regulations we considered included the UK Companies Act and tax legislation.We assessed the extent of compliance with these as part of our procedures on the related financial statement items. In addition we considered the provisions of other laws and regulations that do not have an effect on the financial statements but compliance with which may be fundamental to the company's ability to operate.These included Financial Conduct Authority and employment laws. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors, inspection of regulatory and legal correspondence, if any, and review of minutes of meetings. These limited procedures did not identify actual or suspected non-compliance.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

George Macshannon (Senior Statutory Auditor)

for and on behalf of McLay, McAlister & McGibbon LLP

Chartered Accountants and Statutory Auditors

145 St. Vincent Street

Glasgow

G2 5JF

29 October 2026

TURNOVER

8,997,440

8,390,227

Cost of sales

3,549,976

3,556,601

GROSS PROFIT

5,447,464

4,833,626

Administrative expenses

4,398,729

4,044,042

1,048,735

789,584

Other operating income

-

15,000

GROUP OPERATING PROFIT

4

1,048,735

804,584

Share of operating profit/(loss) in

Joint ventures

3,093

(5,935

)

Income from fixed asset investments

106,896

104,035

Interest receivable and similar income

58,934

88,063

165,830

192,098

1,217,658

990,747

Amounts written off investments

5

12,373

(13,784

)

Gain/loss on revaluation of investments

(194,218

)

(1,455,802

)

(181,845

)

(1,469,586

)

1,399,503

2,460,333

Interest payable and similar expenses

6

160,251

236,740

PROFIT BEFORE TAXATION

1,239,252

2,223,593

Tax on profit

7

442,221

613,197

PROFIT FOR THE FINANCIAL YEAR

797,031

1,610,396

Profit attributable to:

Owners of the parent

652,904

1,233,370

Non-controlling interests

144,127

377,026

797,031

1,610,396

PROFIT FOR THE YEAR

797,031

1,610,396

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

797,031

1,610,396

Note

Prior year adjustment

10

368,892

368,892

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

1,165,923

1,979,288

Total comprehensive income attributable to:

Owners of the parent

1,021,796

1,602,262

Non-controlling interests

144,127

377,026

1,165,923

1,979,288

FIXED ASSETS

Intangible assets

11

2,255,795

2,788,050

Tangible assets

12

2,006,899

2,066,847

Investments

13

Interest in joint venture

Share of gross assets

15,466

18,333

Share of gross liabilities

(22,790

)

(24,365

)

(7,324

)

(6,032

)

Other investments

3,111,047

3,175,592

7,366,417

8,024,457

CURRENT ASSETS

Debtors

14

1,273,963

983,535

Investments

15

1,587,343

1,003,343

Cash at bank

1,139,202

845,541

4,000,508

2,832,419

CREDITORS

Amounts falling due within one year

16

1,122,272

1,051,035

NET CURRENT ASSETS

2,878,236

1,781,384

TOTAL ASSETS LESS CURRENT LIABILITIES

10,244,653

9,805,841

CREDITORS

Amounts falling due after more than one year

17

(834,422

)

(1,213,170

)

PROVISIONS FOR LIABILITIES

21

(862,989

)

(817,997

)

NET ASSETS

8,547,242

7,774,674

CAPITAL AND RESERVES

Called up share capital

22

154,125

154,125

Retained earnings

23

7,478,135

6,819,707

SHAREHOLDERS' FUNDS

7,632,260

6,973,832

NON-CONTROLLING INTERESTS

914,982

800,842

TOTAL EQUITY

8,547,242

7,774,674

The financial statements were approved by the director and authorised for issue on 29 October 2026 and were signed by:

A G Robertson - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

1,400,998

1,400,998

1,400,998

1,400,998

CURRENT ASSETS

Debtors

14

128,463

-

Investments

15

1,340,649

784,805

Cash at bank

261,790

256,948

1,730,902

1,041,753

CREDITORS

Amounts falling due within one year

16

38,656

7,205

NET CURRENT ASSETS

1,692,246

1,034,548

TOTAL ASSETS LESS CURRENT LIABILITIES

3,093,244

2,435,546

PROVISIONS FOR LIABILITIES

21

71,959

13,426

NET ASSETS

3,021,285

2,422,120

CAPITAL AND RESERVES

Called up share capital

22

154,125

154,125

Share premium

23

1,081,958

1,081,958

Retained earnings

23

1,785,202

1,186,037

SHAREHOLDERS' FUNDS

3,021,285

2,422,120

Company's profit for the financial year

795,665

513,724

The financial statements were approved by the director and authorised for issue on 29 October 2026 and were signed by:

A G Robertson - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 November 2023

154,125

5,572,945

5,727,070

1,029,142

6,756,212

Prior year adjustment

-

368,892

368,892

-

368,892

As restated

154,125

5,941,837

6,095,962

1,029,142

7,125,104

Changes in equity

Purchase of minority interest

-

-

-

(537,392

)

(537,392

)

Dividends

-

(355,500

)

(355,500

)

(67,934

)

(423,434

)

Total comprehensive income

-

864,478

864,478

377,026

1,241,504

Balance at 31 October 2024

154,125

6,450,815

6,604,940

800,842

7,405,782

Prior year adjustment

-

368,892

368,892

-

368,892

As restated

154,125

6,819,707

6,973,832

800,842

7,774,674

Changes in equity

Dividends

-

(196,500

)

(196,500

)

(135,622

)

(332,122

)

Total comprehensive income

-

652,904

652,904

144,127

797,031

Disposal of shares to non

controlling interest

-

202,024

202,024

105,635

307,659

Balance at 31 October 2025

154,125

7,478,135

7,632,260

914,982

8,547,242

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 November 2023

154,125

1,027,813

1,081,958

2,263,896

Changes in equity

Dividends

-

(355,500

)

-

(355,500

)

Total comprehensive income

-

513,724

-

513,724

Balance at 31 October 2024

154,125

1,186,037

1,081,958

2,422,120

Changes in equity

Dividends

-

(196,500

)

-

(196,500

)

Total comprehensive income

-

795,665

-

795,665

Balance at 31 October 2025

154,125

1,785,202

1,081,958

3,021,285

Cash flows from operating activities

Cash generated from operations

1

1,408,863

1,605,227

Interest paid

(160,251

)

(236,740

)

Tax paid

(376,693

)

(148,216

)

Net cash from operating activities

871,919

1,220,271

Cash flows from investing activities

Purchase of intangible fixed assets

(3,655

)

-

Purchase of tangible fixed assets

(33,514

)

(18,124

)

Purchase of investments

(394,799

)

-

Sale of investments

380,705

37,706

Interest received

58,934

88,063

Dividends received

106,896

104,035

Net cash from investing activities

114,567

211,680

Cash flows from financing activities

Loan repayments in year

(360,703

)

(437,146

)

Loans to joint ventures

-

(9,271

)

Purchase of minority interest

-

(537,292

)

Equity dividends paid

(196,500

)

(355,500

)

Dividends paid to minority interests

(135,622

)

(67,934

)

Net cash from financing activities

(692,825

)

(1,407,143

)

Increase in cash and cash equivalents

293,661

24,808

Cash and cash equivalents at beginning of year

2

845,541

820,733

Cash and cash equivalents at end of year

2

1,139,202

845,541

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.10.25

31.10.24

£

£

Profit before taxation

1,239,252

2,223,593

Depreciation charges

629,373

629,042

Loss/(profit) on disposal of fixed assets

12,373

(13,784

)

Gain on revaluation of fixed assets

(197,703

)

(1,401,982

)

Share of loss/(profit) in joint venture

(3,093

)

5,935

Finance costs

160,251

236,740

Finance income

(165,830

)

(192,098

)

1,674,623

1,487,446

(Increase)/decrease in trade and other debtors

(258,012

)

324,822

Decrease in trade and other creditors

(7,748

)

(207,041

)

Cash generated from operations

1,408,863

1,605,227

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 October 2025

31.10.25

1.11.24

£

£

Cash and cash equivalents

1,139,202

845,541

Year ended 31 October 2024

31.10.24

1.11.23

£

£

Cash and cash equivalents

845,541

820,733

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.11.24

Cash flow

At 31.10.25

£

£

£

Net cash

Cash at bank

845,541

293,661

1,139,202

845,541

293,661

1,139,202

Liquid resources

Current asset investments

1,003,343

584,000

1,587,343

1,003,343

584,000

1,587,343

Debt

Debts falling due within 1 year

(292,224

)

(18,044

)

(310,268

)

Debts falling due after 1 year

(1,213,170

)

378,748

(834,422

)

(1,505,394

)

360,704

(1,144,690

)

Total

343,490

1,238,365

1,581,855

1.	STATUTORY INFORMATION

D Ness Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31st October 2025..

A subsidiary is an entity acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where, necessary adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The acquisition method of accounting has been used to account for business combinations.The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.

The merger method of accounting has been used to account for business combinations where the group reconstruction provisions have been met. Under merger accounting the net assets of subsidiaries and the consideration paid on their acquisition are entered at existing book values, nominal values in the case of shares issued and no goodwill is recognised.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder's share of changes in equity since the date of the combination.

In vestments in joint ventures and associates

Investments in joint ventures and associates are initially recognised at cost, including transaction costs.

Subsequently they are accounted for using the equity method.

Turnover

Turnover represents gross commission received and receivable together with invoiced sales.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of various businesses, is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

-

over 5 years

Freehold property

-

2% on cost

Plant and machinery

-

33% on cost, 25% on cost, over 5 years and Straight line over 3 years