REGISTERED NUMBER: 04614165 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

POWELLS GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

Mr G R Wells

Mr P A Moulding

Mr R M J Munnery

Mr M V Higgins

Mr G Wells

Mr C M Paris

REGISTERED OFFICE:

Fleming Court

Leigh Road

Eastleigh

Southampton

Hampshire

SO50 9PD

REGISTERED NUMBER:

04614165 (England and Wales)

SENIOR STATUTORY AUDITOR:

Graham Taylor

AUDITORS:

Langdowns DFK Limited

Statutory Auditor

Fleming Court

Leigh Road

Eastleigh

Southampton

Hampshire

SO50 9PD

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

The results for the period and financial position of the group are shown in the annexed financial statements.

REVIEW OF BUSINESS

The principal activity of the group during the year continued to be that of shopfitting and undertaking interior fit outs for commercial customers.

The major influence of performance in 2024 was the ongoing effects from global economic uncertainty, the Ukraine war and the changing retail landscape, resulting in high inflation experienced in the UK economy. The shortfalls in supply experienced the previous years were no longer such a major concern but high prices for materials and concurrently labour were major drivers. However with the good management of supply chain issues stable profitability has been achieved and this has also resulted in limiting the increase in the cost of overheads in the current year, which have continued to increase year on year.

As a major shopfitting and interiors main contractor the company operates with regard to the key performance indicators of turnover, gross profit and level of overheads. The figures for these for the current year and previous two years are as follows:

2024

2023

2022

Y/e 31st Dec

Y/e 31st Dec

Y/e 31st Dec

£   's

£   's

£   's

Turnover

27,696

27,719

26,589

Gross Profit

3,917

4,112

3,714

Administrative expenses

3,252

3,011

2,679

Profit/(loss) before tax

740

1,183

1,063

Turnover is now higher than pandemic levels and is showing stability. Gross profit this year is also above pre Covid levels in amount and percentage terms although overheads has risen in terms of the figure and as a percentage of sales.

With continued increases in direct costs, overheads and a competitive industry market, costs have both eroded Gross Profit and Profit Before Tax. The business is investing in technology to gain efficiencies for future years.

The directors are confident that the group's cash reserves plus the vastly improved trading conditions together with ongoing contract work expected from existing clients in addition to continued support from the group's bankers and suppliers will enable the group to continue as a going concern for the foreseeable future.

PRINCIPAL RISKS AND UNCERTAINTIES

The major threats to the group remains the increases in the costs of major materials as a consequence of the effects of the war in Ukraine and the continuing retail market insecurities. With regard to costs, many of our clients have long standing rates agreed for a period and these have not been adjusted to take into account current conditions and problems in the supply chain. However this effect is being mitigated by specific agreements being drafted into contracts to allow for variation claims based on changing supply conditions which could not have been foreseen at the time of the original agreement to rates.

Despite the fragilities in the retail sector as a whole, the London market, which is the largest area of activity for the group remains a large draw for companies especially those looking to start in the uk for the first time. Our good reputation in this area ensures that we continue to have a steady supply of potential work to quote on a continuing basis. In addition our continued policy of diversification into other areas gives the Directors confidence that the group can continue to thrive and grow in the future.

A lesser risk is the skill shortage within the construction sector as the effects of the implementation of the Brexit process continues to feed through. Continual use of long standing contacts within the labour market enable the group to maintain and expand the sub contractor pool available.

FUTURE DEVELOPMENTS AND RESEARCH AND DEVELOPMENT

The directors are seeking to maintain the existing management policies in the belief that this will maintain the excellent results reported. The rigorous tendering process has ensured little exposure to risk related to design responsibilities this year and the monitoring of all contracts on a monthly basis by the surveying department has enabled timely action to be taken where any threats to targeted profitability has occurred.

As mentioned above we will progress our efforts to reach out to markets outside of our traditional sectors but will continue to fully support our current and future retail partners.

The group has continued its often innovative activities during the year as part of the creative and individual work it undertakes. Such pioneering work, enabling clients to expand their design boundaries, is part of the service we offer to clients and as such should continue into the future as part of the high end projects regularly undertaken.

BY ORDER OF THE BOARD:

Mr G R Wells - Director

18 September 2025

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

DIVIDENDS

An interim dividend of £274,052 was declared and paid on 21st May 2024. The directors recommend a final dividend in relation to the year ended 31st December 2024 totalling £160,000 as follows;

Dividend per share

Ordinary A share of £1

£160.00

Ordinary B share of 1p

£1.60

Ordinary C share of £1

£160.00

DIRECTORS

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

Mr G R Wells

Mr P A Moulding

Mr R M J Munnery

Mr M V Higgins

Mr G Wells

Mr C M Paris

DISCLOSURE IN THE STRATEGIC REPORT

Items required under Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports Regulations) 2008 to be disclosed in the Report of the Directors are set out in the Strategic Report in accordance with section 414C(11) of the Companies Act 2006.

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). 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 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, Langdowns DFK Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

BY ORDER OF THE BOARD:

Mr G R Wells - Director

18 September 2025

Opinion

We have audited the financial statements of Powells Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 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 December 2024 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 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:

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:

As part of our audit planning procedures we identify the significant laws and regulations applicable to the group based upon our knowledge of the group, the industry in which it operates and from making enquiries with management. We consider those laws and regulations where non-compliance may have a material effect on the financial statements and those which have a direct impact on the financial statements. We identified that the most significant laws and regulations applicable during the year were compliance with Health and Safety regulations, compliance with ISO9001 and ISO14001 standards and compliance with the requirements of the Companies Act 2006 and FRS 102.

Audit procedures performed by the engagement team in relation to laws and regulations include making enquiries of management as to any known or suspected instances of non-compliance, maintaining awareness throughout the course of the audit as to any indications of instances of non-compliance, undertaking a review of the accident logs and the Health and Safety Executive website for notices or convictions, reviewing ISO audit report findings, reviewing legal invoices for costs that may relate to potential claims against the company and undertaking a review of the disclosures in the financial statements to supporting information and to disclosure checklists..

We also consider areas that are at a higher risk of causing material misstatement in the financial statements due to irregularities, including those resulting from fraud and how such fraud may occur. We discuss with senior management the key controls in place to mitigate the risk of fraud and enquire as to whether they are aware of, or suspect, any fraudulent activities having taken place.

Throughout the audit, we maintain an appropriate level of professional scepticism when provided with information and explanations. We consider the appropriateness of significant accounting journals that were processed during the year, assess the reasonableness of any significant accounting estimates and consider whether there were any indications of bias by management during the year that represents a risk of material misstatement due to fraud. We also carry out analytical procedures to identify any unusual or unexpected variances to expectations as these may be an indication of management over-ride or management bias.

As group auditors we are required to communicate with component auditors to request identification of any instances of non-compliance with laws and regulations that could give rise to a material misstatement of the group financial statements. The engagement partner considers that the engagement team collectively has the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Graham Taylor (Senior Statutory Auditor)

for and on behalf of Langdowns DFK Limited

Statutory Auditor

Fleming Court

Leigh Road

Eastleigh

Southampton

Hampshire

SO50 9PD

18 September 2025

TURNOVER

4

27,695,771

27,719,073

Cost of sales

23,778,741

23,606,656

GROSS PROFIT

3,917,030

4,112,417

Administrative expenses

3,252,404

3,010,788

664,626

1,101,629

Other operating income

5

3,927

5,139

OPERATING PROFIT

7

668,553

1,106,768

Interest receivable and similar income

78,218

82,338

746,771

1,189,106

Interest payable and similar expenses

8

7,063

5,786

PROFIT BEFORE TAXATION

739,708

1,183,320

Tax on profit

9

160,443

146,728

PROFIT FOR THE FINANCIAL YEAR

579,265

1,036,592

Profit attributable to:

Owners of the parent

579,265

1,036,592

PROFIT FOR THE YEAR

579,265

1,036,592

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

579,265

1,036,592

Total comprehensive income attributable to:

Owners of the parent

579,265

1,036,592

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

93,102

107,657

Investments

14

-

-

93,102

107,657

CURRENT ASSETS

Stocks

15

4,367

5,098

Debtors

16

3,757,396

3,073,943

Cash at bank and in hand

4,709,338

4,513,941

8,471,101

7,592,982

CREDITORS

Amounts falling due within one year

17

5,787,611

5,059,719

NET CURRENT ASSETS

2,683,490

2,533,263

TOTAL ASSETS LESS CURRENT LIABILITIES

2,776,592

2,640,920

CREDITORS

Amounts falling due after more than one year

18

(75,383

)

(86,433

)

PROVISIONS FOR LIABILITIES

21

(13,977

)

(12,468

)

NET ASSETS

2,687,232

2,542,019

CAPITAL AND RESERVES

Called up share capital

22

1,000

1,000

Capital redemption reserve

23

30

30

Retained earnings

23

2,686,202

2,540,989

SHAREHOLDERS' FUNDS

2,687,232

2,542,019

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2025 and were signed on its behalf by:

Mr G R Wells - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

222

222

222

222

CURRENT ASSETS

Debtors

16

171,026

336,001

CREDITORS

Amounts falling due within one year

17

170,054

335,029

NET CURRENT ASSETS

972

972

TOTAL ASSETS LESS CURRENT LIABILITIES

1,194

1,194

CAPITAL AND RESERVES

Called up share capital

22

1,000

1,000

Retained earnings

23

194

194

SHAREHOLDERS' FUNDS

1,194

1,194

Company's profit for the financial year

434,052

315,000

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2025 and were signed on its behalf by:

Mr G R Wells - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

1,000

1,819,397

30

1,820,427

Changes in equity

Dividends

-

(315,000

)

-

(315,000

)

Total comprehensive income

-

1,036,592

-

1,036,592

Balance at 31 December 2023

1,000

2,540,989

30

2,542,019

Changes in equity

Dividends

-

(434,052

)

-

(434,052

)

Total comprehensive income

-

579,265

-

579,265

Balance at 31 December 2024

1,000

2,686,202

30

2,687,232

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,000

194

1,194

Changes in equity

Dividends

-

(315,000

)

(315,000

)

Total comprehensive income

-

315,000

315,000

Balance at 31 December 2023

1,000

194

1,194

Changes in equity

Dividends

-

(434,052

)

(434,052

)

Total comprehensive income

-

434,052

434,052

Balance at 31 December 2024

1,000

194

1,194

Cash flows from operating activities

Cash generated from operations

1

900,216

1,733,309

Tax received / (paid)

(134,259

)

(49,865

)

Net cash from operating activities

765,957

1,683,444

Cash flows from investing activities

Purchase of tangible fixed assets

(26,622

)

(7,366

)

Directors' cash advances or repayments

-

(238,621

)

Interest received

77,310

82,338

Net cash from investing activities

50,688

(163,649

)

Cash flows from financing activities

New loans in year

-

94,906

Loan repayments in year

(30,133

)

(15,912

)

Loan interest paid

(7,063

)

(5,786

)

Equity dividends paid

(584,052

)

(115,186

)

Net cash from financing activities

(621,248

)

(41,978

)

Increase in cash and cash equivalents

195,397

1,477,817

Cash and cash equivalents at beginning of year

2

4,513,941

3,036,124

Cash and cash equivalents at end of year

2

4,709,338

4,513,941

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

2024

2023

£

£

Profit before taxation

739,708

1,183,320

Depreciation charges

41,176

11,572

Finance costs

7,063

5,786

Finance income

(78,218

)

(82,338

)

709,729

1,118,340

Decrease/(increase) in stocks

731

(944

)

(Increase)/decrease in trade and other debtors

(688,453

)

1,529,477

Increase/(decrease) in trade and other creditors

878,209

(913,564

)

Cash generated from operations

900,216

1,733,309

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 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

4,709,338

4,513,941

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

4,513,941

3,036,124

3.	ANALYSIS OF CHANGES IN NET FUNDS

Other

non-cash

At 1.1.24

Cash flow

changes

At 31.12.24

£

£

£

£

Net cash

Cash at bank

and in hand

4,513,941

195,397

4,709,338

4,513,941

195,397

4,709,338

Debt

Debts falling due

within 1 year

(30,133

)

30,134

(33,740

)

(33,739

)

Debts falling due

after 1 year

(48,862

)

-

33,740

(15,122

)

(78,995

)

30,134

-

(48,861

)

Total

4,434,946

225,531

-

4,660,477

1.	STATUTORY INFORMATION

Powells Group 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 General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

The group's principal place of business is No. 4 Mylen Business Centre, Beckett Road, Andover, Hampshire, SP10 3HR.

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Income Statement 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 is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Significant judgements and estimates

The following judgements (apart from those involving estimates) have been made in the process of applying the accounting policies below that have had the most significant effect on amounts recognised in the financial statements:

Valuing 'amounts recoverable on long term contracts' is a subjective area due to the fact that some contracts are carried out over a long period of time and some go on long after the financial year has ended. As a result there can be uncertainties with the final outcome of contracts. At the year end, amounts recoverable on contracts have been assessed at £437,652 and contract payments on account at £1,194,943.

The group ensures that ample time and skill is allocated to ensure that the judgements and estimates made are as accurate and reliable as possible.

The group has been in this industry for many years and as such has very good knowledge and understanding of the industry and business to be able to gauge accurately how contracts will end up and the future recoverability of debts.