REGISTERED NUMBER: 10114364 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

KDE Holdings Limited

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

17

DIRECTORS:

M Darlington

L Darlington

K Darlington

B A Darlington

REGISTERED OFFICE:

Unit 2 Priory Court

Wellfield

Preston Brook

Runcorn

Cheshire

WA7 3AZ

REGISTERED NUMBER:

10114364 (England and Wales)

AUDITORS:

Bennett Brooks & Co Limited

Chartered Accountants

& Statutory Auditors

St George's Court

Winnington Avenue

Northwich

Cheshire

CW8 4EE

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

REVIEW OF BUSINESS

Group turnover for the year was £11.9m (2023: £20.0m, 18-month period, equivalent to £13.3m annualised). This represents a modest reduction against the comparative, largely due to one-off works undertaken in the prior period.

Gross margin strengthened to 23.4% (2023: 22.9%) through increased in-house delivery, tighter cost control and higher productivity across contracts. Utilisation remained robust at 94% (2023: 92%).

Profit before taxation was £482,789 (2023: £959,447) and net assets closed at £834,363 (2023: £926,734). The Group delivered more than 20,000 jobs during the year for public sector, commercial, industrial and residential clients, underpinned by a strong culture of safety, quality and compliance.

Revenue per employee also increased to £73,006 in 2024 (2023: £71,891 annualised), a 1.5% uplift, demonstrating improved productivity and efficiency

PRINCIPAL RISKS AND UNCERTAINTIES

The Group manages risks through:

- Strong financial discipline and cash flow oversight.

- A diversified portfolio of multi-year client contracts.

- Continued employee investment to ensure skill development and retention.

- Ongoing certification under ISO9001, ISO45001 and ISO14001, and external audit by NICEIC and BAFE.

- Active monitoring of inflationary pressures and supply chain risks.

The Directors believe the Group is well placed to deliver further growth in 2025

FINANCIAL INSTRUMENTS

Treasury operations and financial instruments

The Group has in place a risk management programme that seeks to limit adverse effects on the financial performance of the Group by monitoring all foreseeable potential impacts.

The Group's financial instruments comprise borrowings, some cash and liquid resources and various items such as trade debtors and trade creditors, that arise directly from its operations. The main purpose of these financial instruments is to provide working capital facilities to the Group.

The Group is exposed to a variety of financial risks that include the effects of general changes in the state of the UK economy in debt market prices, credit risk, liquidity risk and interest rate risk.

Liquidity risk

The Group's policy is to finance its operations and expansion through working capital.

Interest rate risk

The Group monitors its interest rate risk primarily through rigorous cash flow forecasting and resultant limited borrowing at the best rates achievable.

Credit risk

The Group's credit risk is primarily linked to its trade debtors. The amounts presented in the balance sheet are net of any allowances for doubtful debt as estimated by the directors. The Group has no significant concentration of credit risk, with exposure spread over a wide range of client bodies.

KEY PERFORMANCE INDICATORS

The business considers the following metrics to be it's key performance indicators:

2024

2023

12 months

18 months

Trend

Revenue growth

£11.9m

£20.0m

Slightly down due to

(£13.3m annualised

)

prior year one-offs

Gross profit margin

23.4%

22.9%

Improved

Utilisation

94%

92%

Stable/high

Revenue per employee

£73,006

£71,891

+1.5%

OTHER PERFORMANCE INDICATORS AND FUTURE DEVELOPMENTS

The Group is well positioned for future growth, supported by:

- Relocation in July 2025 to a new 8,500 sq ft head office, providing modern, collaborative workspace aligned with the Group's ambitions.

- Securing significant new contracts in 2025, diversifying the customer base and strengthening future revenues.

- A continued focus on quality, innovation and people development, ensuring employees are engaged, skilled and aligned with the Group's goals.

- Investment in digital tools, management capability and renewables services to drive productivity and scalability.

ON BEHALF OF THE BOARD:

L Darlington - Director

25 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the Group during the year was the delivery of integrated building services, specialising in electrical, plumbing, heating, and fire & security works. The Group provides compliance-driven, multi-disciplinary solutions to public-sector, commercial and residential clients, supported by a directly employed workforce of skilled engineers and a dedicated in-house support team.

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

RESULTS

The Group's profit for the year was £345,626 (2023: £642,751).

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 were £438,000.

DIRECTORS

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

M Darlington

L Darlington

K Darlington

B A Darlington

DIRECTORS' INTERESTS

The Company has indemnified its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third-party indemnity provision was in place during the year and is in force at the date of approving the financial statements.

DISCLOSURE IN THE STRATEGIC REPORT

Future developments, principal risks and uncertainties and financial instrument risks are disclosed in the Strategic Report. The company has chosen in accordance with section 414(c) of the Companies Act 2006 (Strategic and Directors Report) Regulations 2013 to set out in the company’s Strategic Report information required by schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008.

GOING CONCERN

The Directors regularly review turnover, profitability and cash flows across the short, medium and longer term. In assessing the appropriateness of adopting the going concern basis in the preparation of these financial statements, the Directors have prepared cash flow forecasts and projections for the period to 31 December 2026.

Based on this, the Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the Group financial statements.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Bennett Brooks & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

L Darlington - Director

25 September 2025

Opinion

We have audited the financial statements of KDE Holdings 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.

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.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and regulations which govern the preparation of financial statements, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's

incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue, through management bias in manipulation of accounting estimates or accounting for significant transactions outside the normal course of business. Audit procedures performed included:

- Enquiry of management around actual and potential litigation and claims and instances of non-compliance with laws and regulations

- Auditing the risk of management override of controls, through testing journal entries and other adjustments for appropriateness, testing accounting estimates (because of the risk of management bias), and evaluating the business rationale of significant transactions outside the normal course of business; and

- Reviewing financial statement disclosures and agreeing to supporting documentation to assess compliance with applicable laws and regulations.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Jason Leach FCA (Senior Statutory Auditor)

for and on behalf of Bennett Brooks & Co Limited

Chartered Accountants

& Statutory Auditors

St George's Court

Winnington Avenue

Northwich

Cheshire

CW8 4EE

25 September 2025

TURNOVER

3

11,917,783

20,027,127

Cost of sales

8,990,737

15,332,697

GROSS PROFIT

2,927,046

4,694,430

Administrative expenses

2,462,011

3,651,626

465,035

1,042,804

Other operating income

4

19,989

42,672

OPERATING PROFIT

6

485,024

1,085,476

Interest receivable and similar income

7

52,011

77,526

537,035

1,163,002

Interest payable and similar expenses

8

54,247

203,553

PROFIT BEFORE TAXATION

482,788

959,449

Tax on profit

9

137,162

316,698

PROFIT FOR THE FINANCIAL YEAR

345,626

642,751

Profit attributable to:

Owners of the parent

345,626

642,751

PROFIT FOR THE YEAR

345,626

642,751

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

345,626

642,751

Total comprehensive income attributable to:

Owners of the parent

345,626

642,751

FIXED ASSETS

Intangible assets

12

183,576

305,960

Tangible assets

13

845,581

921,404

Investments

14

-

-

1,029,157

1,227,364

CURRENT ASSETS

Stocks

15

45,640

69,234

Debtors: amounts falling due within one year

16

2,280,712

2,213,127

Debtors: amounts falling due after more than one year

16

1,046,381

1,003,888

Cash at bank and in hand

53,769

219,210

3,426,502

3,505,459

CREDITORS

Amounts falling due within one year

17

2,889,324

2,848,652

NET CURRENT ASSETS

537,178

656,807

TOTAL ASSETS LESS CURRENT LIABILITIES

1,566,335

1,884,171

CREDITORS

Amounts falling due after more than one year

18

(537,727

)

(734,967

)

PROVISIONS FOR LIABILITIES

22

(194,246

)

(222,468

)

NET ASSETS

834,362

926,736

CAPITAL AND RESERVES

Called up share capital

23

1,000

1,000

Share premium

447,973

447,973

Capital redemption reserve

161

161

Retained earnings

385,228

477,602

SHAREHOLDERS' FUNDS

834,362

926,736

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

L Darlington - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

2,056,670

2,056,670

2,056,670

2,056,670

CURRENT ASSETS

Debtors: amounts falling due within one year

16

59,420

-

Cash in hand

250

250

59,670

250

CREDITORS

Amounts falling due within one year

17

209,851

145,174

NET CURRENT LIABILITIES

(150,181

)

(144,924

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,906,489

1,911,746

CREDITORS

Amounts falling due after more than one year

18

1,166,930

1,170,411

NET ASSETS

739,559

741,335

CAPITAL AND RESERVES

Called up share capital

23

1,000

1,000

Share premium

447,973

447,973

Capital redemption reserve

111

111

Retained earnings

290,475

292,251

SHAREHOLDERS' FUNDS

739,559

741,335

Company's profit for the financial year

436,224

641,673

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

L Darlington - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 July 2022

1,000

185,851

447,973

161

634,985

Changes in equity

Total comprehensive income

-

642,751

-

-

642,751

Dividends

-

(351,000

)

-

-

(351,000

)

Total transactions with owners, recognised directly in equity

-

(351,000

)

-

-

(351,000

)

Balance at 31 December 2023

1,000

477,602

447,973

161

926,736

Changes in equity

Total comprehensive income

-

345,626

-

-

345,626

Dividends

-

(438,000

)

-

-

(438,000

)

Total transactions with owners, recognised directly in equity

-

(438,000

)

-

-

(438,000

)

Balance at 31 December 2024

1,000

385,228

447,973

161

834,362

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 July 2022

1,000

1,578

447,973

111

450,662

Changes in equity

Total comprehensive income

-

641,673

-

-

641,673

Dividends

-

(351,000

)

-

-

(351,000

)

Total transactions with owners, recognised directly in equity

-

(351,000

)

-

-

(351,000

)

Balance at 31 December 2023

1,000

292,251

447,973

111

741,335

Changes in equity

Total comprehensive income

-

436,224

-

-

436,224

Dividends

-

(438,000

)

-

-

(438,000

)

Total transactions with owners, recognised directly in equity

-

(438,000

)

-

-

(438,000

)

Balance at 31 December 2024

1,000

290,475

447,973

111

739,559

Cash flows from operating activities

Cash generated from operations

1

673,316

1,926,824

Interest paid

(42,504

)

(145,785

)

Interest element of hire purchase payments paid

(11,743

)

(57,768

)

Tax paid

(102,206

)

(139,805

)

Net cash from operating activities

516,863

1,583,466

Cash flows from investing activities

Purchase of tangible fixed assets

(51,069

)

(108,071

)

Sale of tangible fixed assets

188,694

87,883

Interest received

52,011

77,526

Net cash from investing activities

189,636

57,338

Cash flows from financing activities

Loan repayments in year

(193,636

)

(631,120

)

Capital repayments in year

(240,456

)

(344,687

)

Amount introduced by directors

500,252

1,016,690

Amount withdrawn by directors

(500,100

)

(1,230,382

)

Equity dividends paid

(438,000

)

(351,000

)

Net cash from financing activities

(871,940

)

(1,540,499

)

(Decrease)/increase in cash and cash equivalents

(165,441

)

100,305

Cash and cash equivalents at beginning of year

2

219,210

118,905

Cash and cash equivalents at end of year

2

53,769

219,210

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

Period

1.7.22

Year Ended

to

31.12.24

31.12.23

£

£

Profit before taxation

482,788

959,449

Depreciation charges

338,808

562,510

(Profit)/loss on disposal of fixed assets

(44,288

)

73,134

Finance costs

54,247

203,553

Finance income

(52,011

)

(77,526

)

779,544

1,721,120

Decrease in stocks

23,594

77,926

Increase in trade and other debtors

(50,658

)

(188,245

)

(Decrease)/increase in trade and other creditors

(79,164

)

316,023

Cash generated from operations

673,316

1,926,824

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

53,769

219,210

Period ended 31 December 2023

31.12.23

1.7.22

£

£

Cash and cash equivalents

219,210

118,905

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.1.24

Cash flow

changes

At 31.12.24

£

£

£

£

Net cash

Cash at bank

and in hand

219,210

(165,441

)

53,769

219,210

(165,441

)

53,769

Debt

Finance leases

(628,163

)

240,456

(233,940

)

(621,647

)

Debts falling due

within 1 year

(193,637

)

(9,680

)

-

(203,317

)

Debts falling due

after 1 year

(327,333

)

203,316

-

(124,017

)

(1,149,133

)

434,092

(233,940

)

(948,981

)

Total

(929,923

)

268,651

(233,940

)

(895,212

)