The directors present the strategic report for the year ended 31 March 2025.

Overall for the year customer demand for our products and services continued to grow to a new high across most regions in the UK. Cost prices stabilised during the year so margins became more predictable and showed an improvement on prior year.

The company’s net worth and cash reserves improved, and the business remains completely self-funded by its shareholders without the need for external third-party funding.

Order books at year end were strong and provide the opportunity for further incremental growth going forward in to 25/26.

Future developments

The company look forward to a further period of growth through increased customer demand and increasing market share in most territories in the UK via its regional office structure. In addition, the company continues to develop new energy related service offerings to its existing and new clients to increase its product and service range.

During the year the company transitioned the ownership of the business to an Employee Ownership Trust as the shareholders believe this would be beneficial to all stakeholders including the employees.

The board are responsible for assessing and monitoring business risk and this is achieved through regular business reviews with the senior management team. The principal risks and uncertainties going forward are:

Operational risk

Supply chains, although at year end where relatively stable, continue to be at risk through further global economic and political uncertainties with delays in delivery of products and inflationary cost increases possible that may affect performance under fixed price and fixed timeline contracts. This is being mitigated by obtaining fixed prices and performance guarantees from the company’s supply chain where possible.

Recruiting and retaining skilled staff

As the company continues to experience a sustained period of further growth the recruitment and retention of skilled staff will be vital to its continued success. This risk is mitigated by the company’s training policies with a number of apprentices enrolled in the industry apprentice scheme, as well as its own fast track training program for training and developing new employees from related industries. Staff turnover remains at a low level.

Financial and cash-flow risk

Potential bad debts of the company’s customers remain a key financial risk. This is mitigated by a spread of clients in terms of size and industry segment as well as a robust credit control policy. Credit checks are undertaken for all new clients and where not satisfactory then prepayment is required. Where the company does offer credit terms payments are closely monitored. The company does not rely on third party finance and the cash position at year end is strong so provides the ability to deal with unexpected payment delays if they do occur.

            24/25        23/24

Turnover         £25.7m £24.3m

Gross Profit         £7.4m         £6.9m

GP %             28%         28%

Operating Profit         £1.6m         £2.3m

Net Assets         £4.6m         £4.5m

The company continues to undertake research and development activities in the building energy management systems and services field by developing new and novel systems and service offerings as obsolete systems are replaced with new technology and buildings become smarter.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

Kendra Energy Solutions Limited's principal activity is the installation, service and maintenance of Building Energy Management Systems (BEMS) and related energy management services.

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £2,400,000. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

During the year, the Company made charitable donations of £14,628 (2024: £21,664). No political donations were made.

We have audited the financial statements of Kendra Energy Solutions Ltd (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 March 2025 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

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 an auditor's report 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including non-compliance with laws and regulations, was as follows:

• the engagement director ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with management, and from our commercial knowledge and experience;

• we focussed on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery and employment legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal fee expenditure; and

• identified laws and regulations were communicated within the audit team and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statements disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance; and

• enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that 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 management and 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the 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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Kendra Energy Solutions Ltd is a private company limited by shares incorporated in England and Wales. The registered office is C/O Craufurd Hale Group, Ground Floor, Arena Court, Crown Lane, MAIDENHEAD, SL6 8QZ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

The financial statements of the company are consolidated in the financial statements of Kendra Energy Solutions Holdings Limited. These consolidated financial statements are available from its registered office, Arena Court, Crown Lane, Maidenhead, SL6 8QZ.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably.

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation.

Depreciation is recognised so as to write off the cost of assets over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

Cash at bank and in hand are basic financial assets and include cash in hand and deposits held with banks.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs.

Other financial assets are measured at transaction price including transactions costs.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, are recognised at transaction price including transaction costs.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities as payment is due within one year or less.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

The Company has granted share options to certain employees under its Enterprise Management Incentive (EMI) scheme. These share-based payment arrangements are designed to align the interests of employees with those of shareholders and to incentivise long-term performance.

Full details of the share option grants, including the terms, vesting conditions and valuation methodology, are disclosed in the notes to the financial statements.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Research and Development costs

The Company undertakes qualifying research and development (R&D) activities and has made a claim under the Research and Development Expenditure Credit (RDEC) scheme during the year. The RDEC is accounted for as a grant under the accruals basis, in line with the requirements of FRS 102.

The credit is recognised in the profit and loss account within other gains and losses, to the extent that the relevant qualifying expenditure has been incurred and there is reasonable assurance that the amount will be received. Where amounts have not yet been settled or agreed by HMRC, a corresponding receivable is recognised within debtors.

The RDEC income recognised in the year relates to qualifying R&D expenditure incurred in the current and/or prior accounting periods and is subject to usual HMRC review and approval processes.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Areas that involve a higher degree of estimation or complexity include the depreciation of tangible fixed assets, where assumptions are made regarding useful economic lives and residual values. Accruals are based on estimates of expenses incurred but not yet invoiced at the reporting date, which may require judgement regarding the timing and value of such costs. Prepayments require management to assess the appropriate deferral of costs across reporting periods based on the expected benefit received. Deferred income involves estimating the timing of revenue recognition, particularly where income is received in advance of performance obligations being satisfied. These estimates and judgements are reviewed regularly to ensure they remain appropriate.

An analysis of the company's turnover is as follows:

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: 1)

The total of £3,546 (2024: £733) amounts to the employer's contributions paid into the define contribution scheme.

Key management personnel are considered to be the directors of the company.

The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax asset set out above is expected to reverse and relates to the utilisation of tax losses against future expected profits.

The deferred tax liability set out above is expected to reverse and relates to accelerated capital allowances.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The weighted average share price at the date of exercise for share options during the year was £7.31 (2024 - £7.31).

There were no options outstanding at 31 March 2025 having been exercised in the year at a price of £4.50 and £13.00

The option holders exercised their options in full as there was a transaction as a result of which the holders of the ordinary shares in the company sell at least 75% of their shareholding in the company, or there is a transfer of the whole, or substantially the whole, of the business of the company.

The company operated an Enterprise Management Incentive share option plan, under which total options over 10% of the share capital of the company have been previously granted to two employees at an exercise price of £4.50 per share and two employees at an exercise price of £13.00.

The estimated fair value of each share option granted had been calculated based on the value of the company with a discount applied for lack of marketability and control.

A Ordinary shares, B Ordinary shares and C Ordinary shares have equal voting rights and equal rights to dividends.

During the year 403 C Ordinary shares of £0.01 were issued for £13.00 each and 815 C Ordinary shares of £0.01 each were issued for £4.50 each.

A fixed and floating charge is in place via a debenture held by the company's bankers.

During the year close family members of company directors received remuneration totalling £18,503 (2024 - £50,000) which has been made at an arm's lengths basis.

Included in other creditors is the balance of £243 (2024 - £0) on the current accounts of company directors. There are no formal repayment terms.

Included in other debtors is the balance of £0 (2024 - £703,468) on the current account of company directors. Interest was charged at 2.25% and a totalled £10,228 (2024 - £10,469). There are no formal repayment terms.

Dividends of £0 (2024 - £543,863) were payable to the company directors.

From 25 June 2024 Kendra Energy Solutions Limited became a wholly-owned subsidiary of Kendra Energy Solutions Holdings Limited a company incorporated in England and Wales. Registered office address Arena Court, Crown Lane, MAIDENHEAD, SL6 8QZ.

The parent company prepares group financial statements and copies can be obtained from Companies House, Crown Way, CARDIFF, CF4 3UZ.

From 26 June 2024 Kendra Energy Solutions Holdings Limited was owned by Kendra Energy Solutions Employee Ownership Trust with the shares of Kendra Energy Solutions Holdings Limited being held in Kendra EOT Trustee Limited as trustee.

During the year, the Company made charitable donations of £14,628 (2024: £21,664). No political donations were made.