REGISTERED NUMBER: 08353352 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 July 2024

for

C King Holdings Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

Mr P T Gray

Mr D Hughes

Mr M Lees

Mr M Lees

REGISTERED OFFICE:

5 Westbrook Court

Sharrow Vale Road

Sheffield

South Yorkshire

S11 8YZ

REGISTERED NUMBER:

08353352 (England and Wales)

AUDITORS:

Sutton McGrath Hartley

5 Westbrook Court

Sharrowvale Road

Sheffield

South Yorkshire

S11 8YZ

The directors, in preparing this strategic report for C King Holdings Limited ('the company') and its subsidiaries (together 'the group'), have complied with section 414C of the Companies Act 2006. The report and financial statements cover the year ended 31 July 2023.

Principal Activity

The principal activities of the group are the provision of services to the rail and construction industries. These include: civil engineering works, construction work, maintenance works, plant hire, geotechnical consultancy and the development & sale of new specialist products to the rail industry.

The principal activity of the company is that of a holding company.

BUSINESS REVIEW

Total group turnover for the year was £25,638,566 (period ended 31 July 2023 £32,461,357), generating a gross profit of £11,488,690 (period ended 31 July 2023 £14,094,580). The loss after taxation attributable to the shareholders of the company was £1,238,998 (period ended 31 July 2023 profit after taxation £2,600,334).

The group has seen consistent levels of activity with the previous year following the significant growth in turnover in 2023. Gross margins have decreased slightly due to changes in the mix of projects but remain strong. This area of the business has been involved in multiple tendering processes for various packages of work in the next Network Rail control period. The prospective contracts cover various work streams across a number of geographical locations in England. These contracts cover periods between 5 and 10 years and are expected to provide a clear and reliable pipeline of work to enable further growth in the business over the coming years.

On 5 March 2024, the group transitioned to an Employee Ownership Trust (EOT) to secure its long-term future as an independent business within the UK rail sector. This move reflects a commitment to the people who have built the company and ensures that its values and expertise remain at the core of operations. Employee ownership encourages a stronger sense of shared purpose and accountability across the workforce. It also supports continuity in delivering high-quality, safety-critical services to clients and partners. The EOT model positions the company for sustainable growth while protecting its culture and reputation.

During the year, Hastec Rail Ltd was demerged from the group to allow greater focus on core service lines within the UK rail industry. The decision followed key wins in national frameworks, which significantly increased operational demands. The restructure enables the group to concentrate resources on strategic growth areas. Hastec Rail Ltd now operates independently, with the flexibility to pursue its own priorities. This separation supports clearer direction and improved delivery across both businesses.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's activities expose it to a number of financial and non-financial risks. These are monitored continuously by the board and broader senior management team in order to ensure mitigating actions and effective controls are in place to address these risks. The principal risks and uncertainties are outlined below.

Credit Risk

The group is exposed to credit risk on its trade debtors with the risk of default by customers. This is managed through periodic review of aged debt and the application of the directors' discretion when setting credit limits for customers.

Liquidity Risk

The group is principally financed through equity, with limited external debt taken out for the acquisition of specific assets (such as vehicles for use by the company). Liquidity risk is managed through regular review of forecast cashflows and management of the group's funds across the various subsidiaries of the group.

Regulatory Risk

The group's operations require it to maintain various regulatory accreditations in order to operate in specialist sectors. The loss of such accreditations could impair the group's ability to deliver projects and generate revenues. These compliance risks are managed through the use of specialist external consultants to advise on the compliance of processes, the recruitment of specialist experienced staff with designated responsibility for areas of regulatory importance and the adoption of clearly defined supplier due diligence policies and processes to ensure continued compliance with regulations.

KEY PERFORMANCE INDICATORS

Management reviews the level of turnover, gross profit (both of which are set out in the Consolidated Income Statement) and EBITDA (2024: £1,473,964, 2023: £4,405,549) throughout the year. The performance of individual projects is also monitored in order to ascertain the efficiency of delivery on these projects.

ON BEHALF OF THE BOARD:

Mr D Hughes - Director

26 September 2025

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

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of rail consultants, design, build and maintenance of rail and road vehicles, engineering design for industrial processes, and civil engineering.

DIVIDENDS

No dividends will be distributed for the year ended 31 July 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 August 2023 to the date of this report.

Mr P T Gray

Mr D Hughes

Mr M Lees

Mr M Lees

POLITICAL DONATIONS AND EXPENDITURE

Donations were made in the year to various charities in the year totalling £8,528.

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, Sutton McGrath Hartley, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr D Hughes - Director

26 September 2025

Opinion

We have audited the financial statements of C King Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 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 July 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:

Our assessment of the susceptibility to material misstatement, whether by fraud or error, is made in a risk based

approach.

In this approach, laws and regulations applicable to the entity, such as the Companies Act 2006, United Kingdom

Generally Accepted Accounting Practice including Financial Reporting Standard 102, the relevant tax compliance

regulations within the UK, employment law, and Health and Safety law is considered, and the policies and controls the entity has in place to comply with these laws are reviewed, by discussion, reviews of correspondence and registrations monitored by external bodies. The engagement team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Policies and controls relating to the risk of material misstatement as a result of fraud are also considered. These are

assessed by obtaining an understanding of the company's operations and control environment. The policies and

controls have been reviewed by discussion, review and sample testing of accounting entries, challenging assumptions and judgements, reviewing and evaluating related parties transactions, and wider background searches.Testing of income recognition and cut off, recoverability of debts, and consolidation adjustments is also completed.

We have ensured that the engagement team have appropriate levels of competence and experience to effectively

monitor these risks and carry out work relevant to our assessment of each risk, including consideration of the industry the company operates in and its size and complexity.

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.

James Salim FCCA (Senior Statutory Auditor)

for and on behalf of Sutton McGrath Hartley

5 Westbrook Court

Sharrowvale Road

Sheffield

South Yorkshire

S11 8YZ

26 September 2025

TURNOVER

3

25,638,566

32,461,357

Cost of sales

14,149,876

18,366,777

GROSS PROFIT

11,488,690

14,094,580

Distribution costs

1,996,479

1,715,158

Administrative expenses

9,873,661

9,783,809

11,870,140

11,498,967

(381,450

)

2,595,613

Other operating income

-

75,800

OPERATING (LOSS)/PROFIT

5

(381,450

)

2,671,413

Interest receivable and similar income

4,430

356

(377,020

)

2,671,769

Interest payable and similar expenses

7

271,474

122,621

(LOSS)/PROFIT BEFORE TAXATION

(648,494

)

2,549,148

Tax on (loss)/profit

8

682,706

196,199

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(1,331,200

)

2,352,949

(Loss)/profit attributable to:

Owners of the parent

(1,238,998

)

2,600,334

Non-controlling interests

(92,202

)

(247,385

)

(1,331,200

)

2,352,949

(LOSS)/PROFIT FOR THE YEAR

(1,331,200

)

2,352,949

OTHER COMPREHENSIVE INCOME

Gain on disposal of freehold property

(3,900

)

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(3,900

)

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,335,100

)

2,352,949

Total comprehensive income attributable to:

Owners of the parent

(1,242,899

)

2,600,334

Non-controlling interests

(92,201

)

(247,385

)

(1,335,100

)

2,352,949

FIXED ASSETS

Intangible assets

11

4,017,827

4,237,180

Tangible assets

12

2,920,549

5,377,579

Investments

13

-

-

6,938,376

9,614,759

CURRENT ASSETS

Stocks

14

-

209,837

Debtors

15

10,764,958

10,860,300

Cash at bank and in hand

1,869,093

1,154,903

12,634,051

12,225,040

CREDITORS

Amounts falling due within one year

16

6,073,747

7,583,907

NET CURRENT ASSETS

6,560,304

4,641,133

TOTAL ASSETS LESS CURRENT LIABILITIES

13,498,680

14,255,892

CREDITORS

Amounts falling due after more than one year

17

(3,417,468

)

(966,379

)

PROVISIONS FOR LIABILITIES

22

(1,016,157

)

(572,222

)

NET ASSETS

9,065,055

12,717,291

CAPITAL AND RESERVES

Called up share capital

23

101

101

Revaluation reserve

-

3,900

Retained earnings

9,200,242

13,545,563

SHAREHOLDERS' FUNDS

9,200,343

13,549,564

NON-CONTROLLING INTERESTS

24

(135,288

)

(832,273

)

TOTAL EQUITY

9,065,055

12,717,291

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

Mr D Hughes - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

2,825,799

-

Investments

13

2,522,510

2,112,732

5,348,309

2,112,732

CURRENT ASSETS

Debtors

15

337,664

194,127

Cash at bank and in hand

585,011

1,499

922,675

195,626

CREDITORS

Amounts falling due within one year

16

5,050,337

2,280,528

NET CURRENT LIABILITIES

(4,127,662

)

(2,084,902

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,220,647

27,830

CREDITORS

Amounts falling due after more than one year

17

(2,078,470

)

-

PROVISIONS FOR LIABILITIES

22

(706,450

)

-

NET (LIABILITIES)/ASSETS

(1,564,273

)

27,830

CAPITAL AND RESERVES

Called up share capital

23

101

101

Retained earnings

(1,564,374

)

27,729

SHAREHOLDERS' FUNDS

(1,564,273

)

27,830

Company's profit for the financial year

1,372,209

394,106

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

Mr D Hughes - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 August 2022

101

11,236,207

106,602

Changes in equity

Dividends

-

(393,680

)

-

Total comprehensive income

-

2,703,036

(102,702

)

Balance at 31 July 2023

101

13,545,563

3,900

Changes in equity

Transfer of Non-controlling interest reserve

-

(789,186

)

-

Total comprehensive income

-

(1,238,998

)

(3,900

)

Contribution to EOT

-

(2,964,312

)

-

Distribution in specie

-

647,175

-

Balance at 31 July 2024

101

9,200,242

-

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 August 2022

11,342,910

(584,888

)

10,758,022

Changes in equity

Dividends

(393,680

)

-

(393,680

)

Total comprehensive income

2,600,334

(247,385

)

2,352,949

Balance at 31 July 2023

13,549,564

(832,273

)

12,717,291

Changes in equity

Transfer of Non-controlling interest reserve

(789,186

)

789,186

-

Total comprehensive income

(1,242,898

)

(92,201

)

(1,335,099

)

Contribution to EOT

(2,964,312

)

-

(2,964,312

)

Distribution in specie

647,175

-

647,175

Balance at 31 July 2024

9,200,343

(135,288

)

9,065,055

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 August 2022

101

27,303

27,404

Changes in equity

Dividends

-

(393,680

)

(393,680

)

Total comprehensive income

-

394,106

394,106

Balance at 31 July 2023

101

27,729

27,830

Changes in equity

Total comprehensive income

-

1,372,209

1,372,209

Contribution to EOT

-

(2,964,312

)

(2,964,312

)

Balance at 31 July 2024

101

(1,564,374

)

(1,564,273

)

Cash flows from operating activities

Cash generated from operations

1

357,404

1,973,048

Interest paid

(14,009

)

(35,174

)

Interest element of hire purchase payments paid

(257,465

)

(87,447

)

Tax paid

24,239

(444,255

)

Net cash from operating activities

110,169

1,406,172

Cash flows from investing activities

Purchase of intangible fixed assets

(409,782

)

-

Purchase of tangible fixed assets

(1,275,826

)

(1,970,893

)

Sale of tangible fixed assets

3,103,717

4,929

Interest received

4,430

356

Net cash from investing activities

1,422,539

(1,965,608

)

Cash flows from financing activities

New loans in year

3,896,469

1,864,881

Loan repayments in year

(778,789

)

(401,710

)

Capital repayments in year

(1,150,473

)

(192,771

)

Amount introduced by directors

180,977

-

Amount withdrawn by directors

(2,390

)

-

Contribution to EOT

(2,964,312

)

-

Equity dividends paid

-

(393,680

)

Net cash from financing activities

(818,518

)

876,720

Increase in cash and cash equivalents

714,190

317,284

Cash and cash equivalents at beginning of year

2

1,154,903

837,619

Cash and cash equivalents at end of year

2

1,869,093

1,154,903

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

2024

2023

£

£

(Loss)/profit before taxation

(648,494

)

2,549,148

Depreciation charges

1,855,414

1,631,078

(Profit)/loss on disposal of fixed assets

(666,467

)

5,118

(Gain)/loss on revaluation of fixed assets

(3,900

)

102,702

Net cash on degrouping

(18,110

)

-

Finance costs

271,474

122,621

Finance income

(4,430

)

(356

)

785,487

4,410,311

Decrease/(increase) in stocks

139,710

(63,555

)

Decrease/(increase) in trade and other debtors

471,239

(3,622,901

)

(Decrease)/increase in trade and other creditors

(1,039,032

)

1,249,193

Cash generated from operations

357,404

1,973,048

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 July 2024

31/7/24

1/8/23

£

£

Cash and cash equivalents

1,869,093

1,154,903

Year ended 31 July 2023

31/7/23

1/8/22

£

£

Cash and cash equivalents

1,154,903

837,619

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/8/23

Cash flow

At 31/7/24

£

£

£

Net cash

Cash at bank and in hand

1,154,903

714,190

1,869,093

1,154,903

714,190

1,869,093

Debt

Finance leases

(1,136,143

)

(2,745,996

)

(3,882,139

)

Debts falling due within 1 year

(778,788

)

679,163

(99,625

)

Debts falling due after 1 year

(151,969

)

99,626

(52,343

)

(2,066,900

)

(1,967,207

)

(4,034,107

)

Total

(911,997

)

(1,253,017

)

(2,165,014

)