Company registration number 15974629 (England and Wales)
WIZE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
WIZE HOLDINGS LIMITED
COMPANY INFORMATION
Director
D Size
(Appointed 24 September 2024)
Company number
15974629
Registered office
3rd Floor Maddox House
1 Maddox Street
London
W1S 2PZ
Auditor
Evans Mockler Limited
5 Beauchamp Court
Victors Way
Barnet
London
EN5 5TZ
WIZE HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Director's report
5
Director's responsibilities statement
6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 27
WIZE HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The director presents the strategic report for the period ended 31 December 2024.

Review of business

Wize Holdings Ltd (formerly Size Holdings) was established in 2024 to purchase the share capital of Walter Lilly & Co Ltd, a highly specialist building company, with roots dating back over 100 years, which provides high quality construction services on complex projects in the science & education and landmark & heritage sectors, across London and the South of England.

Wize Holdings principal activity is that of a holding company.

Environmental issues
Of particular importance is our focus on environmental issues and the sustainability of our operations. Our directors have been working with external advisers to review every aspect of our business, from head office through to our sites, to identify opportunities where we can reduce our environmental impact.
SECR report
This report sets out the energy consumption, greenhouse gas (GHG) emissions, and energy efficiency measures undertaken by the group and in particular, its subsidiary undertaking, Walter Lilly & Co. Ltd during the period from January 2024 to December 2024. Hence the amounts include energy consumption prior to the acquisition of subsidiary by the parent undertaking, Wize Holdings Ltd. There was no energy consumption or emissions by the parent undertaking during the period.
This report has been prepared in accordance with the Streamlined Energy and Carbon Reporting (SECR) Regulations and the HM Government Environmental Reporting Guidelines (March 2019).
In 2024, the total UK electricity consumption was 975,411 kWh, resulting in 472.81 tCO₂e of greenhouse gas emissions (market based).
tCO2e
tCO2e
Carbon emissions (tCO2e)
2024
2023
% Change from baseline year
Scope 1 - direct emissions
Gas
N/A
19.16
-100%
Fuels
3.19
337.88
-99%
Refrigerants
29.48
0.07
+>100%
Scope 2 - indirect emissions
Electricity
151.12
135.24
+12%
Scope 3 - other indirect emissions
US T&D
-
0.68
-100%
Waste
8.15
22.38
-64%
Business travel
5.84
6.86
-15%
Commuting
275.03
185.13
+49%
DS T&D
N/A
N/A
-
Total emissions
472.81
707.40
-33%
Total Scope 1
32.67
357.11
-91%
Total Scope 2
151.12
135.24
+12%
Total Scope 3
289.02
215.05
+34%
Intensity ratios
2024
2023
% Change from baseline year
Revenue (tCO2e per £m)
3.64
9.64
-62%
Employees (tCO2e per employee, exc. contractors)
2.96
4.72
-37%
Employees (tCO2e per employee, inc. contractors)
0.10
0.17
-41%
Floor Area (tCO2e per m2)
0.006
0.012
-50%
WIZE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
Organisational and reporting boundary
The Group applies the operational control boundary, consistent with the HM Government Environmental Reporting Guidelines (2019) and the GHG Protocol. This means we seek to account for emissions from activities where we have day-to-day management control over operations and can introduce or implement operating policies.
The reporting boundary currently includes:
• Construction projects under our management until completion;
• Emissions from offices.
Subcontractor emissions treatment:
• Emissions from subcontractor activities that occur directly under our site management and control (e.g. fuel used in plant or equipment operated on our sites) are included in Scope 1, where data is available;
• Emissions from subcontractors' own business operations outside our control (e.g. their depots, offices, independent transport, or manufacturing of materials) are excluded. These fall within the subcontractors' own Scope 1 and 2 boundaries;
• Certain subcontractor-related activities (such as site waste) are reported as Scope 3, where data has been obtained.
We recognise that our reporting systems are still developing and may not yet capture 100% of emissions from all operations under our control. Where direct data was not available, reasonable estimates have been applied. The Group is committed to progressively improving the accuracy and coverage of reporting year-on-year to move towards full inclusion.
Methodology
All methodologies are consistent with the HM Government Environmental Reporting Guidelines (2019), the GHG Protocol Corporate Standard, and the UK Government GHG Conversion Factors for Company Reporting.
Data has been collected from meters or utility bills, fuel and refrigerant purchase records, travel surveys, and waste contractor reports. Market and location based approaches were used for electricity to reflect REGO-certified renewable contracts.
The Group operates an integrated Business Management System (BMS), which replaced our standalone Environmental Management System (EMS) when we achieved accreditation to ISO 14001 (Environmental Management), ISO 9001 (Quality Management), and ISO 45001 (Occupational Health & Safety). The BMS ensures that environmental responsibilities, including energy and carbon data collection, are embedded across our operations and managed consistently alongside quality and safety. All sites are required to record data in accordance with the BMS.
Energy efficiency actions
The Group implemented the following principal initiatives during the period:
• Transition from diesel to 94% HVO fuel use on projects;
• 100% renewable electricity procurement for the head office;
• 99% of waste to be diverted from landfill.
Future plans and initiatives
• Leasing only fully electric vans;
• Phasing in refrigerants with lower global warming potential;
• Expanding sustainable commuting initiatives (EV salary sacrifice, car sharing);
• Engaging suppliers on transport and material-related emissions;
• Encouraging clients to procure renewable electricity for projects;
• Considering clean plant alternatives across construction operations.
WIZE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -
While not a mandatory requirement under SECR, disclosure of forward-looking plans demonstrates the Group's commitment to continuous improvement and supports alignment with the government's 2050 net zero target.
Targets
The Group has committed to:
• Net zero Scope 1 and 2 by 2040 (90% reduction from baseline);
Charitable donations
Our CEO, Darren Size, is a trustee of the HQR London Charitable Foundation, which raises funds for charities though various activities, including its annual HQR Summer Ball, which is attended by up to 700 industry friends each year. During the year we were delighted to be able to continue our support for various worthy charities including The Lighthouse Construction Charity, which is very important to the directors, as well as several grass roots and underage sports teams.
Principal risks & uncertainties

The following comprises a summary, in the opinion of the directors, of the principal risks to which the group is exposed. These risks could adversely impact on the operation of the group, should significant problems be encountered in any of these areas:

- The group provides credit to many of its clients. Should any of our customers fail to pay for its services, this could negatively affect the group’s cashflow, profitability and liquidity;

- The group operates in a competitive environment. If the group does not continue to deliver to its established levels of quality and service, we may not continue to be successful in securing future projects on favourable terms;

- The group could have major operational problems on one or more projects, which could result in financial loss, as well as negatively impacting on the group’s reputation, which is acknowledged as being it’s biggest asset;

- The group could lose key personnel, which would negatively impact on its operations;

- The group relies heavily on external suppliers and is therefore exposed to the performance of those businesses. Should any of the group’s key suppliers become insolvent or fail to meet their obligations for some reason, this could negatively impact on our operations and profitability;

- The group has many statutory obligations, as well as social and moral obligations, particularly with regard to health, safety and the environment. Any breach of our obligations in these areas could negatively impact on our operations, financial results and reputation;

- The wider economic and geopolitical environment, including changes in how our target clients are taxed in the UK, has a major impact on demand for the group’s services, and as such we must always be ready to react to increases and/or decreases in demand caused by such issues; and

- The group is exposed to increases in labour, materials and other input costs, which could impact on profitability and its ability to deliver its projects if not adequately mitigated.

The directors have established robust risk management procedures to manage each of the above risks, as well as the other less critical risks to our business, and in the opinion of the directors, the group is well protected from all foreseeable risks.

WIZE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -
Development & performance

The group made significant progress during the period, particularly in key areas such as:

- Investment in new plant, machinery and premises;

- Improvement of brand, image and reputation in our niche markets;

- Sales, as the firm managed to secure a large number of key projects on favourable terms;

- Financial Management, as the group became more consistent and accurate in its financial performance;

- Quality control, ensuring that we deliver consistently high levels of quality and service across all projects;

- Staff Training and Development;

- Recruitment of skilled professionals, capable of delivering to our exceptionally high standards;

- Management of Health and Safety;

- Management and Fair Treatment of Supply Chain;

- Management of Risks and Uncertainty.

The directors are satisfied that the group is performing well in each of these key areas and are completely focused on ensuring that we continue to develop in the coming years.

Financial key performance indicators

- 2024 turnover was £22.3m representing the revenue from October to December 2024 (3 months);

- Gross Profit during the period was £1.3m;

- Profit before tax was a loss of £0.5m.

Future developments

Following a thorough review of ongoing operations, our in-house skillset and future sales opportunities, the directors have decided that Wize Holdings should exit the High Quality Residential and Facilities Management sectors with immediate effect, which will allow the group to have total focus on its remaining niche sectors of Life Sciences and Landmark & Heritage buildings, which are areas where the group has excelled over many years.

Size Group, will now carry out all luxury residential and maintenance operations within our family of businesses, since that group is totally focussed and expert in those niche markets.

Although currently separate legal groups, it is the directors intention that Size Group and Wize Holdings will form one group of companies in the short to medium term.

On behalf of the board

D Size
CEO
7 October 2025
WIZE HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 5 -

The director presents his annual report and financial statements for the period ended 31 December 2024.

Results and dividends

The results for the period are set out on page 10.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

The director who held office during the period and up to the date of signature of the financial statements was as follows:

D Size
(Appointed 24 September 2024)
Auditor

Evans Mockler Ltd were appointed as auditor to the group and is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Strategic report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

Statement of disclosure to auditor

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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
D Size
CEO
7 October 2025
WIZE HOLDINGS LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 6 -

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

WIZE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WIZE HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of Wize Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the period 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 group and parent 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 director's 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 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 director 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 director is 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 director's r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

WIZE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WIZE HOLDINGS LIMITED
- 8 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's r eport.

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 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 director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is responsible for assessing 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 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.

Extent to which the audit was capable of detecting irregularities, including fraud

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.

- we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience through discussion with the Directors (as required by auditing standards).

- we had regard to laws and regulations in areas that directly affect the financial statements including financial reporting and taxation legislation. We considered that extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.

- with the exception of any known or possible non-compliance, and as required by auditing standards, our work in respect of these was limited to enquiry of the Directors.

- we communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

- we addressed the risk of fraud through management override of controls, by testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

WIZE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WIZE HOLDINGS LIMITED
- 9 -

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.

Simon Toghill
For and on behalf of
7 October 2025
Evans Mockler Limited
Chartered Certified Accountants
Statutory Auditor
5 Beauchamp Court
Victors Way
Barnet
London
EN5 5TZ
WIZE HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 10 -
Period
ended
31 December
2024
Notes
£
Turnover
3
22,342,033
Cost of sales
(21,041,330)
Gross profit
1,300,703
Administrative expenses
(1,841,158)
Tax on loss
8
-
0
Loss for the financial period
(540,455)
(Loss)/profit for the financial period is all attributable to the owner of the parent company.
Total comprehensive income for the period is all attributable to the owner of the parent company.

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

The notes on pages 16 to 27 form part of these financial statements.

WIZE HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
Notes
£
£
Fixed assets
Goodwill
9
7,312,500
Tangible assets
10
562,486
7,874,986
Current assets
Debtors
13
28,458,373
Cash at bank and in hand
5,178,980
33,637,353
Creditors: amounts falling due within one year
14
(33,890,619)
Net current liabilities
(253,266)
Total assets less current liabilities
7,621,720
Creditors: amounts falling due after more than one year
15
(8,152,175)
Net liabilities
(530,455)
Capital and reserves
Called up share capital
17
10,000
Profit and loss reserves
(540,455)
Total equity
(530,455)

The notes on pages 16 to 27 form part of these financial statements.

The financial statements were approved and signed by the director and authorised for issue on 7 October 2025
07 October 2025
D Size
CEO
Company registration number 15974629 (England and Wales)
WIZE HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
Notes
£
£
Fixed assets
Investments
11
7,841,165
Current assets
Debtors
13
9,555,046
Creditors: amounts falling due within one year
14
(50,000)
Net current assets
9,505,046
Total assets less current liabilities
17,346,211
Creditors: amounts falling due after more than one year
15
(17,386,211)
Net liabilities
(40,000)
Capital and reserves
Called up share capital
17
10,000
Profit and loss reserves
(50,000)
Total equity
(40,000)

The notes on pages 16 to 27 form part of these financial statements.

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £50,000.

The financial statements were approved and signed by the director and authorised for issue on 7 October 2025
07 October 2025
D Size
CEO
Company registration number 15974629 (England and Wales)
WIZE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 24 September 2024
-
-
-
Period ended 31 December 2024:
Loss and total comprehensive income
-
(540,455)
(540,455)
Issue of share capital
17
10,000
-
10,000
Balance at 31 December 2024
10,000
(540,455)
(530,455)

The notes on pages 16 to 27 form part of these financial statements.

WIZE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 24 September 2024
-
-
-
Period ended 31 December 2024:
Profit and total comprehensive income
-
(50,000)
(50,000)
Issue of share capital
17
10,000
-
10,000
Balance at 31 December 2024
10,000
(50,000)
(40,000)

The notes on pages 16 to 27 form part of these financial statements.

WIZE HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 15 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
20
112,933
Investing activities
Purchase of tangible fixed assets
(17,023)
Purchase of subsidiaries, net of cash acquired
(1,771,013)
Net cash used in investing activities
(1,788,036)
Financing activities
Proceeds from issue of shares
10,000
Proceeds from borrowings
6,844,083
Net cash generated from/(used in) financing activities
6,854,083
Net increase in cash and cash equivalents
5,178,980
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
5,178,980

The notes on pages 16 to 27 form part of these financial statements.

WIZE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

Wize Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

The group consists of Wize Holdings Limited and all of its subsidiaries.

1.1
Reporting period

These financial statements have been prepared for the period from company's incorporation on 24 September 202 4 to 31 December 202 4.

1.2
Accounting convention

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 a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

In accordance with Section 408 of the Companies Act 2006, the parent company has elected not to present its individual profit and loss account as part of these financial statements.

The parent company has also taken advantage of the disclosure exemptions permitted under FRS 102 in the preparation of its individual financial statements. As a qualifying entity and part of a group that prepares and publishes publicly available consolidated financial statements, the parent company has not presented a statement of cash flows in its individual financial statements.

1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

WIZE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Wize Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover represents the value of services rendered during the period excluding discounts and value added tax. The value of services rendered is calculated as the certified work adjusted for over and under measure. As described in more detail in the construction contract note 1.11, revenue and costs are recognised by reference to the stage of completion of construction where it can be reliably measured.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Fixtures and fittings
3-10 years
Motor vehicles
20% reducing balance

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 recognised in the profit and loss account.

WIZE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

WIZE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

The “percentage of completion method” is used to determine the appropriate amount to recognise in a given period. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. These costs are presented as stocks, prepayments or other assets depending on their nature, and provided it is probable they will be recovered.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

WIZE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, 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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.

Classification of financial liabilities

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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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 if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

WIZE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
Other financial liabilities

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 th r ough 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group 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 group.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

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

1.17
Leases

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 lease d asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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.

WIZE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 22 -
3
Turnover

The turnover and profit before taxation are attributable to one principal activity, construction services. Turnover is attributable to a single geographical market, United Kingdom.

4
Operating loss
2024
£
Operating loss for the period is stated after charging:
Depreciation of owned tangible fixed assets
32,115
Amortisation of intangible assets
187,500
Operating lease charges
45,477
5
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
8,400
Audit of the financial statements of the company's subsidiaries
22,500
30,900
6
Employees

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

Group
Company
2024
2024
Number
Number
Admin
33
1
Production
129
-
Total
162
1

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
4,120,062
-
0
Social security costs
550,172
-
Pension costs
313,781
-
0
4,984,015
-
0
WIZE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 23 -
7
Director's remuneration
2024
£
Remuneration for qualifying services
439,368
Company pension contributions to defined contribution schemes
22,961
462,329
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
£
Remuneration for qualifying services
258,409
Company pension contributions to defined contribution schemes
11,295
8
Taxation

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

2024
£
Loss before taxation
(540,455)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(135,114)
Unutilised tax losses carried forward
88,239
Amortisation on assets not qualifying for tax allowances
46,875
Taxation charge
-
9
Intangible fixed assets
Group
Goodwill
£
Cost
At 24 September 2024
-
0
Additions - business combinations
7,500,000
At 31 December 2024
7,500,000
Amortisation and impairment
At 24 September 2024
-
0
Amortisation charged for the period
187,500
At 31 December 2024
187,500
WIZE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
9
Intangible fixed assets
(Continued)
- 24 -
Carrying amount
At 31 December 2024
7,312,500
The company had no intangible fixed assets at 31 December 2024.
10
Tangible fixed assets
Group
Fixtures and fittings
Motor vehicles
Total
£
£
£
Cost
At 24 September 2024
-
0
-
0
-
0
Additions
17,023
16,658
33,681
Business combinations
560,920
-
0
560,920
At 31 December 2024
577,943
16,658
594,601
Depreciation and impairment
At 24 September 2024
-
0
-
0
-
0
Depreciation charged in the period
32,115
-
0
32,115
At 31 December 2024
32,115
-
0
32,115
Carrying amount
At 31 December 2024
545,828
16,658
562,486
The company had no tangible fixed assets at 31 December 2024.
11
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
12
-
0
7,841,165
WIZE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
11
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 24 September 2024
-
Additions
7,841,165
At 31 December 2024
7,841,165
Carrying amount
At 31 December 2024
7,841,165
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Walter Lilly & Co. Ltd
3rd Floor Maddox House, 1 Maddox Street, London, United Kingdom, W1S 2PZ
Ordinary
100.00
13
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
16,415,962
-
0
Corporation tax recoverable
306,292
-
0
Other debtors
9,578,384
9,555,046
Prepayments and accrued income
271,735
-
0
26,572,373
9,555,046
Amounts falling due after more than one year:
Gross amounts owed by contract customers
1,886,000
-
0
Total debtors
28,458,373
9,555,046
WIZE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 26 -
14
Creditors: amounts falling due within one year
Group
Company
2024
2024
£
£
Trade creditors
7,080,913
-
0
Gross amounts owed to contract customers
13,885,852
-
0
Other taxation and social security
2,752,510
-
Other creditors
1,496,438
-
0
Accruals and deferred income
8,674,906
50,000
33,890,619
50,000
15
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
£
£
Trade creditors
1,371,761
-
0
Amounts owed to group undertakings
-
0
10,605,797
Other creditors
6,780,414
6,780,414
8,152,175
17,386,211
16
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
313,781

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

17
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
10,000
10,000
WIZE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 27 -
18
Acquisition of a business

On 3 October 2024, the Group acquired 100% of the share capital of Walter Lilly & Co. Ltd for total consideration of £17,427,963 comprising cash of £6,780,414 and the assumption of intercompany balances of £10,647,549. At acquisition date the fair value of net assets acquired was provisionally £9,927,963, resulting in provisional goodwill of £7,500,000. The acquisition accounting is provisional as the completion accounts are still under negotiation. Adjustments to the consideration and/or goodwill may be recognised within t he following period's financial statements once the completion accounts are finalised.

The goodwill, which has an estimated useful life of 10 years, reflects the subsidiary's strong reputation, operational expertise, and its well-established client relationships. These factors are expected to drive significant growth and revenue for the group over the next decade.

19
Related party transactions

At the balance sheet date, the group owed £6,800,404 to other companies under common control.

At the balance sheet date, the group owed £255,063 to the previous parent undertaking of the subsidiary.

Except as disclosed under “Directors’ remuneration,” there were no material transactions with directors or persons connected with them during the period.

20
Cash generated from/(absorbed by) group operations
2024
£
Loss for the period after tax
(540,455)
Adjustments for:
Amortisation and impairment of intangible assets
187,500
Depreciation and impairment of tangible fixed assets
32,115
Movements in working capital:
Increase in debtors
(1,078,003)
Increase in creditors
1,511,776
Cash generated from/(absorbed by) operations
112,933
21
Analysis of changes in net funds - group
24 September 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
-
5,178,980
5,178,980
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