REGISTERED NUMBER: 05193429 (England and Wales)

COMSERV (UK) LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

N L Ralls

T B Jacobs

SECRETARY:

W R Ralls

REGISTERED OFFICE:

10 Downley Road

Havant

Hampshire

PO9 2NJ

REGISTERED NUMBER:

05193429 (England and Wales)

AUDITORS:

MC Audit Limited

Statutory Auditors

Station House

North Street

Havant

Hampshire

PO9 1QU

BANKERS:

Lloyds Bank plc

4 West Street

Havant

Hampshire

PO9 1PE

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

We aim to provide a balanced and comprehensive overview of the development, performance, and year-end position of the business. This review reflects the scale and non-complex nature of our operations and is prepared in the context of the principal risks and uncertainties we face.

Given the nature of our work, profit margins remain tight. As such, careful cost control and maintaining a healthy cash flow are essential. Accordingly, we monitor two key performance indicators: net profit margin and cash flow.

For the year under review, the net profit margin was 2.4% (2023: 3.1%), reflecting a modest decrease compared to the prior year.

A significant development during the year was the extension of our contract with Portsmouth City Council through to 31 March 2027, providing valuable continuity and visibility over future revenue.

The directors consider the business’s cash reserves sufficient to meet all forecasted working capital requirements and to support ongoing operations.

PRINCIPAL RISKS AND UNCERTAINTIES

Business risks such as the reliance on key customers is being managed through ensuring a high level quality service is delivered to those customers.

The majority of trade has been completed within the social housing sector. Comserv differentiates itself in the market place by offering a highly innovative solution that utilises a systems thinking approach to focus on what our customers want and to provide high quality at competitive prices.

ON BEHALF OF THE BOARD:

N L Ralls - Director

9 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of The provision of maintenance services to local authorities.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £ 420,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

N L Ralls

T B Jacobs

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

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 company's auditors are unaware, and each director 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 company's auditors are aware of that information.

AUDITORS

The auditors, MC Audit LimitedMC Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N L Ralls - Director

9 September 2025

Opinion

We have audited the financial statements of Comserv (UK) Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 December 2024 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 three, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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:

From discussion with management and those charged with governance information about the entity is documented to assess the activity within the organisation. We discuss management's assessment of risk in respect of irregularities, fraud and going concern.

Based on these discussions and our own assessments we determined that the key risk areas were income recognition in respect of cut off issues, management override concerning the size of the organisation and payroll procedures.

We set financial statement materiality level based on the level of profit. As a trading company, profit is its primary focus which is why profit was used to determine the level of materiality. Our overall assessment of risk was used to determine performance materiality at an appropriate level.

Substantive audit tests were designed after assessing and testing systems and controls. The systems and controls which have been designed to act as a preventative measure against fraud and error were operating as documented. Substantive testing tested a sample of the population, representative of the population, to identify errors. The testing did not identify any material misstatements in areas tested.

Audit substantive tests concluded no material errors over the key risk areas of income recognition and management override.

The audit considers the organisation is not exposed to material risk of error as a result of assessing laws and regulations that are appropriate to the organisation.

Management assessed there is no going concern risk. The audit undertook a review of budgets and management accounts and came to the same conclusion as management.

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.

Paul Underwood (Senior Statutory Auditor)

for and on behalf of MC Audit Limited

Statutory Auditors

Station House

North Street

Havant

Hampshire

PO9 1QU

17 September 2025

TURNOVER

17,873,164

18,436,545

Cost of sales

12,276,586

13,285,275

GROSS PROFIT

5,596,578

5,151,270

Administrative expenses

5,043,858

4,519,108

OPERATING PROFIT

4

552,720

632,162

Interest receivable and similar income

28,228

26,319

580,948

658,481

Interest payable and similar expenses

5

100

1,159

PROFIT BEFORE TAXATION

580,848

657,322

Tax on profit

6

147,666

79,234

PROFIT FOR THE FINANCIAL YEAR

433,182

578,088

PROFIT FOR THE YEAR

433,182

578,088

OTHER COMPREHENSIVE INCOME

Share based payment

-

3,946

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

3,946

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

433,182

582,034

FIXED ASSETS

Tangible assets

8

902,169

844,885

Investments

9

1

1

902,170

844,886

CURRENT ASSETS

Stocks

10

310,127

315,889

Debtors

11

703,234

722,750

Cash at bank and in hand

3,666,251

3,432,965

4,679,612

4,471,604

CREDITORS

Amounts falling due within one year

12

1,846,814

1,618,067

NET CURRENT ASSETS

2,832,798

2,853,537

TOTAL ASSETS LESS CURRENT LIABILITIES

3,734,968

3,698,423

PROVISIONS FOR LIABILITIES

14

211,971

188,608

NET ASSETS

3,522,997

3,509,815

CAPITAL AND RESERVES

Called up share capital

15

1,000

1,000

Retained earnings

16

3,521,997

3,508,815

SHAREHOLDERS' FUNDS

3,522,997

3,509,815

The financial statements were approved by the Board of Directors and authorised for issue on 9 September 2025 and were signed on its behalf by:

N L Ralls - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,000

3,462,552

3,463,552

Changes in equity

Dividends

-

(535,771

)

(535,771

)

Total comprehensive income

-

582,034

582,034

Balance at 31 December 2023

1,000

3,508,815

3,509,815

Changes in equity

Dividends

-

(420,000

)

(420,000

)

Total comprehensive income

-

433,182

433,182

Balance at 31 December 2024

1,000

3,521,997

3,522,997

1.	STATUTORY INFORMATION

Comserv (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company 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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

The company has taken advantage of the exemption from preparing a cash flow statement, as it is a subsidiary and its cash flows are included in the consolidated cash flow statement of the parent company, Multi Serv (Group) Limited.

Preparation of consolidated financial statements

The financial statements contain information about Comserv (UK) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Multi Serv (Group) Limited, 10 Downley Road, Havant, Hampshire, PO9 2NJ.

Related party exemption

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

Critical accounting judgements and key sources of estimation uncertainty

In preparing the financial statements of the company, the directors are required to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

After careful review, the directors confirm that there are no critical accounting judgements or key sources of estimation uncertainty that have had a material impact on the company’s financial statements for the year.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

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

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties and loans to related parties and investments in non-puttable ordinary shares.

Trade and other debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, deposits with banks and other short-term highly liquid investments and bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings or current liabilities.

Trade and other creditors

Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share based-payments

The group operates an equity settled share-based payment arrangement, under which the group receives services from employees of the group. Equity settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date is recognised as an expense on a straight line basis over the vesting period, based on the group's estimate of the options that will eventually vest and adjusted for the effect of non-market based vesting conditions. Fair value is measured using the earnings method.

Service and performance conditions are vesting conditions. Any other conditions are non-vesting conditions which have to be taken into account to determine the fair value of equity instruments granted. In the case that an option does not vest as a result of a failure to meet a non-vesting condition that is within the control of either counterparty, this is accounted for as a cancellation. Cancellations are treated as accelerated vesting and all remaining future charges are immediately recognised in the income statement. Awards that lapse or are forfeited result in a credit to the income statement (reversing all previously recognised charges) in the year in which they lapse or are forfeited.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

5,750,728

5,576,895

Social security costs

543,071

506,451

Other pension costs

188,899

161,229

6,482,698

6,244,575

The average number of employees during the year was as follows:

2024

2023

Direct labour

106

110

Administrative

82

80

188

190

2024

2023

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024

2023

£

£

Other operating leases

181,037

157,100

Depreciation - owned assets

302,804

280,598

Profit on disposal of fixed assets

(27,262

)

(50,565

)

Auditors' remuneration

9,785

9,320

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

CIS interest

100

1,159

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

124,303

81,925

Deferred tax

23,363

(2,691

)

Tax on profit

147,666

79,234

UK corporation tax was charged at 25%) in 2023.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

580,848

657,322

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

145,212

164,331

Effects of:

Expenses not deductible for tax purposes

2,455

4,035

Capital allowances in excess of depreciation

(16,548

)

-

Depreciation in excess of capital allowances

-

14,008

Loss/(Profit) on disposal of fixed assets

(6,816

)

(12,641

)

Effect of tax rate change

-

(5,155

)

Share based payments

-

(82,653

)

Deferred tax

23,363

(2,691

)

Total tax charge

147,666

79,234

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 December 2024.

2023

Gross

Tax

Net

£

£

£

Share based payment

3,946

-

3,946

7.

DIVIDENDS

2024

2023

£

£

Interim

420,000

535,771

8.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

Motor

property

machinery

fittings

vehicles

Totals

£

£

£

£

£

COST

At 1 January 2024

62,012

14,959

217,516

2,252,544

2,547,031

Additions

-

-

19,086

364,015

383,101

Disposals

(62,012

)

-

-

(142,450

)

(204,462

)

At 31 December 2024

-

14,959

236,602

2,474,109

2,725,670

DEPRECIATION

At 1 January 2024

59,572

14,019

180,290

1,448,265

1,702,146

Charge for year

2,440

235

13,809

286,320

302,804

Eliminated on disposal

(62,012

)

-

-

(119,437

)

(181,449

)

At 31 December 2024

-

14,254

194,099

1,615,148

1,823,501

NET BOOK VALUE

At 31 December 2024

-

705

42,503

858,961

902,169

At 31 December 2023

2,440

940

37,226

804,279

844,885

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

1

NET BOOK VALUE

At 31 December 2024

1

At 31 December 2023

1

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Comserv Projects Limited

Registered office: 10 Downley Road, Havant, Hampshire, PO9 2NJ

Nature of business: Dormant - Construction projects

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

(1,271

)

(1,271

)

10.

STOCKS

2024

2023

£

£

Stocks

310,127

315,889

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

625,231

641,466

Other debtors

1,000

15,865

Prepayments

77,003

65,419

703,234

722,750

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

685,603

658,776

Corporation tax

124,516

81,926

Social security and other taxes

637,629

499,663

Other creditors

23,387

23,387

Accrued expenses

375,679

354,315

1,846,814

1,618,067

13.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

33,367

70,517

Between one and five years

17,771

54,568

In more than five years

133

-

51,271

125,085

14.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

211,971

188,608

Deferred

tax

£

Balance at 1 January 2024

188,608

Provided during year

23,363

Balance at 31 December 2024

211,971

15.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1,000

Ordinary

£1

1,000

1,000