REGISTERED NUMBER: 00434982 (England and Wales)

Kellands (Holdings) Limited

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements

for the Year Ended 31 December 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

10

Consolidated Statement of Financial Position

11

Company Statement of Financial Position

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Consolidated Statement of Cash Flows

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

F D Jeanes

T L E Miller

N J Smith

G Bagwell

E R Burke

N R Hansford

REGISTERED OFFICE:

Salmon Parade

Bridgwater

Somerset

TA6 5JY

REGISTERED NUMBER:

00434982 (England and Wales)

AUDITORS:

Maxwells

Chartered Accountants

and Statutory Auditor

4 King Square

Bridgwater

Somerset

TA6 3YF

BANKERS:

National Westminster Bank plc

9 York Buildings

Cornhill

Bridgwater

Somerset

TA6 3BA

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

The principal activity of the group was the distribution and maintenance of industrial and construction machinery.

REVIEW OF BUSINESS

There is a small decline in turnover reflecting weaker market conditions and the margin has fallen as we took the strategic decision to reduce stock levels.

There was a significant reduction in national business confidence following the election of the new Labour government and the subsequent budget, and this is ongoing.

The directors remain convinced that we are continuing to build a group that has a firm base from which we can deliver future expansion and profits. All employees and management have worked hard during the year to contain the loss, and a great deal of credit is due to them all for their continuing support.

The group continues to invest in cyber security technology and staff training as well as evolving its compliance with GDPR requirements and the continuous improvement of health and safety for staff and customers.

Financial Performance

2024 £'000

2023 £'000

Change £'000

%

Turnover

28,174

30,359

(2,185)

(7%)

Gross Profit

1,948

2,873

(925)

(32%)

(Loss)/Profit before tax

(154)

235

(389)

n/a

Strategy

Going forward we will continue with our plans to increase the number of customers for all of our departments.

The directors are confident that the group has an excellent range of products, although we are always looking to review and strengthen the product base.

Turnover

The slight decrease in turnover during the year reflects the lack of business confidence in the sector.

Exports are higher than the previous year but the consequences of the UK leaving the European Union are still having an effect.

Gross profit

The decrease in gross profit reflects the lower margins on machines sold during the year.

Operating costs

Our costs fell during the year reflecting a reduction in management costs and an overall focus on generally reducing costs. The directors are continually reviewing the overheads and monitoring the current economic situation.

Capital expenditure

We continue to invest to improve the group. Our main expenditure during the year was updating our motor fleet and IT systems.

Performance indicators

The board of directors monitors key performance indicators in addition to the more traditional financial statements and sales pipeline information that is provided to the board each month.

REVIEW OF BUSINESS (CONTINUED)

Principal risks

We recognise that stock valuation and stock turnover are the key to our profitability and management monitors these areas on a regular basis. Our fixed overheads and staffing levels are under constant review to enable us to respond to any downturn or upturn in the market that may require an overhead adjustment. All areas of our business review stock values on a regular basis, and adjustments are and will be made for slow moving and obsolete items.

PRINCIPAL RISKS AND UNCERTAINTIES

The group uses various financial instruments. These include loans, cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company's operations.

The existence of these financial instruments exposes the company to a number of financial risks, which are described below in more detail.

The main risks arising are cash flow interest rate risk, credit risk and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous years.

Liquidity risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The maturity of any borrowings is set out in the notes to the financial statements.

Interest rate risk

The company finances its operations through a mixture of retained profits and asset finance. The exposure to interest rate fluctuations on borrowings is managed by the use of fixed facilities.

Credit risk

The group's principal financial assets are cash and trade debtors. The credit risk associated with cash is limited. The principal credit risk arises therefore from its trade debtors.

In order to manage credit risk the directors set limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing and collection history.

Climate sustainability

As a business supplying and servicing goods for use in the construction industry we feel a need to take actions where possible to reduce our impact on the climate and work towards being a sustainable business. We are using energy efficient boilers for areas where heating is required, and these are regularly serviced. Additionally we have made the business decision that where possible for all packaging and paper materials we will try and purchase recyclable products to reduce the amount of waste going to landfill.

In due course our new building which is currently being constructed will be generally more energy efficient.

The directors are constantly working to reduce the company's carbon emissions where possible and this also has an impact on reducing costs which directly affect the companys profitability.

At 31 December 2024 and 31 December 2023 there was no concentration of credit risk with exposure being spread over a large number of customers.

ON BEHALF OF THE BOARD:

N J Smith - Director

17 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the distribution and maintenance of industrial and construction machinery.

DIVIDENDS

A dividend of £44,236 was paid on the 2nd of December 2024. This represents a dividend of 5 pence per share.

DIRECTORS

The directors during the year under review were:

F D Jeanes

T L E Miller

N J Smith

G Bagwell

E R Burke

- appointed 2.12.24

N R Hansford

- appointed 2.12.24

The beneficial interests of the directors holding office on 31 December 2024 in the issued share capital of the company were as follows:

1.1.24

or date of

appointment

31.12.24

if later

Ordinary £1 shares

F D Jeanes

27,284

27,284

T L E Miller

9,960

9,960

N J Smith

29,000

29,000

G Bagwell

1,300

1,300

E R Burke

3,000

3,000

N R Hansford

-

-

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 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 directors are 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 each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Maxwells, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N J Smith - Director

17 September 2025

Opinion

We have audited the financial statements of Kellands (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 December 2024 and of the group's loss 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 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 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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 Directors 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 Directors 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 Directors.

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 directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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:

Identifying and assessing potential risks to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- Obtaining an understanding of the nature of the industry and sector in which the business operates and focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the company.

- Enquiring of management, including reviewing supporting documentation concerning the company's policies and procedures relating to:

a) Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance, particularly the key issues of compliance with FCA regulations regarding loan finance brokerage, health and safety regulations and hazardous substances storage and usage.

b) Detecting and responding to the risks of fraud and whether they have knowledge of any factual, suspected or alleged fraud.

c) The internal controls established to mitigate risks related to fraud or non- compliance with laws and regulations

- Discussing with the audit engagement team regarding how and where fraud might occur in the financial statements and potential indications of fraud.

Audit response to risks identified

As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws and regulations.

Our procedures to respond to risks identified included the following:

- Enquiring of management and those charged with governance concerning actual and potential litigation and claims.

- Reviewing minutes of meetings of those charged with governance and reviewing correspondence with HMRC.

- Performing analytical review procedures to identify and unusual or unexpected transactions that may indicate risks of material misstatement due to fraud.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; 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 potential bias; and evaluating the business rationale of significant transactions that are unusual or outside the normal course of business.

There are inherent limitations in our audit procedures described above. The more removed those laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Nigel Blannin (Senior Statutory Auditor)

for and on behalf of Maxwells

Chartered Accountants

and Statutory Auditor

4 King Square

Bridgwater

Somerset

TA6 3YF

17 September 2025

TURNOVER

4

28,173,569

30,359,249

Cost of sales

26,225,821

27,486,687

GROSS PROFIT

1,947,748

2,872,562

Administrative expenses

2,127,672

2,672,503

(179,924

)

200,059

Other operating income

5

-

2,982

OPERATING (LOSS)/PROFIT

7

(179,924

)

203,041

Interest receivable and similar income

8

10,840

19,231

(169,084

)

222,272

Interest payable and similar expenses

9

(15,145

)

(12,944

)

(LOSS)/PROFIT BEFORE TAXATION

(153,939

)

235,216

Tax on (loss)/profit

10

(46,957

)

79,546

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(106,982

)

155,670

OTHER COMPREHENSIVE INCOME/(LOSS)

Pension scheme actuarial adjustments

704,000

(622,000

)

Income tax relating to other comprehensive income/(loss)

-

-

OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR, NET OF INCOME TAX

704,000

(622,000

)

TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR

597,018

(466,330

)

(Loss)/profit attributable to:

Owners of the parent

(106,982

)

155,670

Total comprehensive income/(loss) attributable to:

Owners of the parent

597,018

(466,330

)

FIXED ASSETS

Tangible assets

14

1,813,509

1,880,210

Investments

15

-

-

1,813,509

1,880,210

CURRENT ASSETS

Stocks

16

5,966,802

8,129,236

Debtors

17

2,581,769

1,356,495

Cash at bank

396,236

24,415

8,944,807

9,510,146

CREDITORS

Amounts falling due within one year

18

4,001,880

4,352,778

NET CURRENT ASSETS

4,942,927

5,157,368

TOTAL ASSETS LESS CURRENT LIABILITIES

6,756,436

7,037,578

CREDITORS

Amounts falling due after more than one year

19

(17,614

)

(55,038

)

PROVISIONS FOR LIABILITIES

23

(160,400

)

(196,900

)

PENSION ASSET

26

2,214,000

1,454,000

NET ASSETS

8,792,422

8,239,640

CAPITAL AND RESERVES

Called up share capital

24

884,733

884,733

Revaluation reserve

25

1,045,030

1,045,030

Capital redemption reserve

25

56,003

56,003

Retained earnings

25

6,806,656

6,253,874

SHAREHOLDERS' FUNDS

8,792,422

8,239,640

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2025 and were signed on its behalf by:

F D Jeanes - Director

N J Smith - Director

FIXED ASSETS

Tangible assets

14

1,197,000

1,205,000

Investments

15

104,994

104,994

1,301,994

1,309,994

CURRENT ASSETS

Stocks

16

1,214

1,214

Debtors

17

894,519

1,040,508

Cash at bank

214,551

8,007

1,110,284

1,049,729

CREDITORS

Amounts falling due within one year

18

71,212

55,356

NET CURRENT ASSETS

1,039,072

994,373

TOTAL ASSETS LESS CURRENT LIABILITIES

2,341,066

2,304,367

PROVISIONS FOR LIABILITIES

23

49,000

45,500

NET ASSETS

2,292,066

2,258,867

CAPITAL AND RESERVES

Called up share capital

24

884,733

884,733

Revaluation reserve

25

550,400

550,400

Capital redemption reserve

25

56,003

56,003

Retained earnings

25

800,930

767,731

SHAREHOLDERS' FUNDS

2,292,066

2,258,867

Company's profit for the financial year

77,435

76,952

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2025 and were signed on its behalf by:

F D Jeanes - Director

N J Smith - Director

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

884,733

6,764,441

1,045,030

56,003

8,750,207

Changes in equity

Dividends

-

(44,237

)

-

-

(44,237

)

Total comprehensive loss

-

(466,330

)

-

-

(466,330

)

Balance at 31 December 2023

884,733

6,253,874

1,045,030

56,003

8,239,640

Changes in equity

Dividends

-

(44,236

)

-

-

(44,236

)

Total comprehensive income

-

597,018

-

-

597,018

Balance at 31 December 2024

884,733

6,806,656

1,045,030

56,003

8,792,422

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

884,733

735,016

550,400

56,003

2,226,152

Changes in equity

Dividends

-

(44,237

)

-

-

(44,237

)

Total comprehensive income

-

76,952

-

-

76,952

Balance at 31 December 2023

884,733

767,731

550,400

56,003

2,258,867

Changes in equity

Dividends

-

(44,236

)

-

-

(44,236

)

Total comprehensive income

-

77,435

-

-

77,435

Balance at 31 December 2024

884,733

800,930

550,400

56,003

2,292,066

Cash flows from operating activities

Cash generated from operations

1

895,299

(2,056,558

)

Interest paid

66,000

94,000

Interest element of hire purchase payments paid

(50,855

)

(81,056

)

Tax paid

(94,324

)

143,833

Net cash from operating activities

816,120

(1,899,781

)

Cash flows from investing activities

Purchase of tangible fixed assets

(140,539

)

(458,826

)

Sale of tangible fixed assets

-

253,250

Interest received

10,840

19,231

Net cash from investing activities

(129,699

)

(186,345

)

Cash flows from financing activities

New finance leases

24,300

67,700

Capital repayments in year

(104,014

)

(118,477

)

Equity dividends paid

(44,236

)

(44,237

)

Net cash from financing activities

(123,950

)

(95,014

)

Increase/(decrease) in cash and cash equivalents

562,471

(2,181,140

)

Cash and cash equivalents at beginning of year

2

(166,235

)

2,014,905

Cash and cash equivalents at end of year

2

396,236

(166,235

)

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

(Loss)/profit before taxation

(153,939

)

235,216

Depreciation charges

207,240

268,946

Profit on disposal of fixed assets

-

(61,971

)

Finance costs

(15,145

)

(12,944

)

Finance income

(10,840

)

(19,231

)

27,316

410,016

Decrease in stocks

2,162,434

496,798

(Increase)/decrease in trade and other debtors

(1,214,817

)

546,916

Decrease in trade and other creditors

(79,634

)

(3,510,288

)

Cash generated from operations

895,299

(2,056,558

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

396,236

24,415

Bank overdrafts

-

(190,650

)

396,236

(166,235

)

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

24,415

2,018,090

Bank overdrafts

(190,650

)

(3,185

)

(166,235

)

2,014,905

3.	ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

24,415

371,821

396,236

Bank overdrafts

(190,650

)

190,650

-

(166,235

)

562,471

396,236

Debt

Finance leases

(179,977

)

104,014

(75,963

)

(179,977

)

104,014

(75,963

)

Total

(346,212

)

666,485

320,273