REGISTERED NUMBER: 15048048 (England and Wales)

Report of the Directors and

Consolidated Financial Statements for the Year Ended 30 April 2025

for

EBSE Holdings Limited

Page

Report of the Directors

1

Report of the Independent Auditors

3

Consolidated Income Statement

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Notes to the Consolidated Financial Statements

10

The directors present their report with the financial statements of the company and the group for the year ended 30 April 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of providing mechanical and electrical engineering services to the building industry.

DIRECTORS

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

I Walker

N A Munday

J A Newton

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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, Frank W Dobby & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

N A Munday - Director

23 October 2025

Opinion

We have audited the financial statements of EBSE Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025 which comprise the Consolidated Income Statement, Consolidated Balance Sheet, Company Balance Sheet and 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 30 April 2025 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page one, 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 approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations was as follows:

-The engagement partner ensured that the engagement team had the appropriate competence, capabilities and skills to identify or recognize non-compliance with applicable laws and regulations.

-We identified laws and regulations applicable to the company through discussions with the director, and from our commercial knowledge of the sector. We focused on specific laws and regulations which we consider may have a direct material effect on the financial statements of the the operations of the company, including the Companies Act 2006, and UK tax legislation.

-We assessed compliance with laws and regulations by making enquiries of management and through remaining alert to instances of non-compliance throughout the audit process.

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

-Making enquiries of the director as to where they considered there was susceptibility to fraud, along with their knowledge of actual or suspected fraud.

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

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

-Performed procedures to identify any unusual or unexpected transactions or relationships.

-Tested journal entries to identify unusual transactions, and where unusual transactions were identified, investigated the rationale behind the transaction.

There are inherent limitations in our audit procedures described above, and the primary responsibility for prevention and detection of irregularities including fraud, rests with the director.With any audit there remains a risk of non-detection of irregularities. Material misstatements that arise due to fraud are harder to detect than those that arise from error as they may involve deliberate concealment or 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.

Darren John Metcalfe FCCA (Senior Statutory Auditor)

for and on behalf of Frank W Dobby & Co Limited

Statutory Auditor

55 Fountain Street

Morley

Leeds

West Yorkshire

LS27 0AA

6 November 2025

TURNOVER

13,043,396

8,643,137

Cost of sales

9,964,578

6,798,606

GROSS PROFIT

3,078,818

1,844,531

Administrative expenses

1,658,716

1,647,354

OPERATING PROFIT

4

1,420,102

197,177

Interest receivable and similar income

1,070

262

1,421,172

197,439

Interest payable and similar expenses

60,349

99,344

PROFIT BEFORE TAXATION

1,360,823

98,095

Tax on profit

344,048

22,457

PROFIT FOR THE FINANCIAL YEAR

1,016,775

75,638

Profit attributable to:

Owners of the parent

1,016,775

75,638

FIXED ASSETS

Intangible assets

7

1,500,896

1,492,081

Tangible assets

8

95,233

92,288

Investments

9

-

-

1,596,129

1,584,369

CURRENT ASSETS

Stocks

15,759

10,048

Debtors

10

1,382,905

2,013,710

Cash at bank and in hand

1,145,604

1,312,956

2,544,268

3,336,714

CREDITORS

Amounts falling due within one year

11

1,330,703

2,523,802

NET CURRENT ASSETS

1,213,565

812,912

TOTAL ASSETS LESS CURRENT LIABILITIES

2,809,694

2,397,281

CREDITORS

Amounts falling due after more than one year

12

(1,672,884

)

(2,282,960

)

PROVISIONS FOR LIABILITIES

(17,198

)

(13,733

)

NET ASSETS

1,119,612

100,588

CAPITAL AND RESERVES

Called up share capital

225,023

225,023

Share option reserve

2,250

-

Retained earnings

892,339

(124,435

)

1,119,612

100,588

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 23 October 2025 and were signed on its behalf by:

N A Munday - Director

FIXED ASSETS

Intangible assets

7

-

-

Tangible assets

8

-

-

Investments

9

3,629,881

3,618,816

3,629,881

3,618,816

CREDITORS

Amounts falling due within one year

11

249,017

1,191,265

NET CURRENT LIABILITIES

(249,017

)

(1,191,265

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,380,864

2,427,551

CREDITORS

Amounts falling due after more than one year

12

1,672,884

2,282,960

NET ASSETS

1,707,980

144,591

CAPITAL AND RESERVES

Called up share capital

225,023

225,023

Share option reserve

2,250

-

Retained earnings

1,480,707

(80,432

)

1,707,980

144,591

Company's profit/(loss) for the financial year

1,561,139

(80,432

)

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 23 October 2025 and were signed on its behalf by:

N A Munday - Director

1.	STATUTORY INFORMATION

EBSE Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

15048048

Registered office:

Unit E1

Nepshaw Lane South

Gildersome

Leeds

West Yorkshire

LS27 7JQ

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

10% on cost

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

15% on reducing balance

Stocks

Work in progress is valued at the lower of cost and net realisable value.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Financial instruments

Basic financial instruments:

Trade and other debtors

Short term debtors are measured at transaction price, less any impairment. Loan receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash at bank

Cash at bank and in hand and deposits held with banks are measured at transaction price.

Trade and other creditors

Short term debtors are measured at transaction price, less any impairment. Loan receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Short term employee benefits

Short term employee benefit costs are recognised in the period in which they accrue.

Equity settles share based payments

The Group has established an Enterprise Management Incentive scheme for the benefit of the Group's employees.The fair value of share options is determined at the date of grant and charged to the profit and loss account over the vesting period. The credit entry is recorded as a share option reserve within equity. The fair value is the directors estimation based upon the Black-Scholes model. The cumulative amount recognized over the vesting period is based on the number of options in the parent undertaking that are expected to eventually vest.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 24 (2024 - 20 ) .

The average number of employees by undertakings that were proportionately consolidated during the year was 24 (2024 - 20 ) .

4.	OPERATING PROFIT

The operating profit is stated after charging:

Period

3.8.23

Year Ended

to

30.4.25

30.4.24

£

£

Depreciation - owned assets

24,165

28,691

5.	EXCEPTIONAL ITEMS

Period

3.8.23

Year Ended

to

30.4.25

30.4.24

£

£

Exceptional items

(154,294

)

-

Exceptional costs in 2025 relate to the debiting to profit and loss account of the deemed PAYE cost and associated paid interest in relation to the company's historical use of Employee Benefit Trust arrangements which are now treated as settled by HMRC in a sum equivalent to the payments the company had previously made to H M Revenue & Customs in relation to Accelerated Payment Notices issued.

6.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

7.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 May 2024

1,492,081

Additions

8,815

At 30 April 2025

1,500,896

NET BOOK VALUE

At 30 April 2025

1,500,896

At 30 April 2024

1,492,081

8.	TANGIBLE FIXED ASSETS

Group

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

£

£

£

COST

At 1 May 2024

30,457

3,811

65,059

Additions

-

-

-

Disposals

-

-

-

At 30 April 2025

30,457

3,811

65,059

DEPRECIATION

At 1 May 2024

24,464

2,492

51,466

Charge for year

899

198

2,039

Eliminated on disposal

-

-

-

At 30 April 2025

25,363

2,690

53,505

NET BOOK VALUE

At 30 April 2025

5,094

1,121

11,554

At 30 April 2024

5,993

1,319

13,593

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 May 2024

145,225

57,887

302,439

Additions

33,874

9,720

43,594

Disposals

(60,313

)

(4,850

)

(65,163

)

At 30 April 2025

118,786

62,757

280,870

DEPRECIATION

At 1 May 2024

87,193

44,536

210,151

Charge for year

16,482

4,547

24,165

Eliminated on disposal

(45,546

)

(3,133

)

(48,679

)

At 30 April 2025

58,129

45,950

185,637

NET BOOK VALUE

At 30 April 2025

60,657

16,807

95,233

At 30 April 2024

58,032

13,351

92,288

9.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 May 2024

3,618,816

Additions

11,065

At 30 April 2025

3,629,881

NET BOOK VALUE

At 30 April 2025

3,629,881

At 30 April 2024

3,618,816

10.

DEBTORS

Group

30.4.25

30.4.24

£

£

Amounts falling due within one year:

Trade debtors

1,193,614

1,712,525

Amounts recoverable on contract

125,637

111,431

Other debtors

13,654

139,754

1,332,905

1,963,710

Amounts falling due after more than one year:

Other debtors

50,000

50,000

Aggregate amounts

1,382,905

2,013,710

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

30.4.25

30.4.24

30.4.25

30.4.24

£

£

£

£

Trade creditors

641,094

1,093,599

-

-

Amounts owed to group undertakings

-

-

236,725

1,110,833

Taxation and social security

427,131

184,657

7,567

-

Other creditors

262,478

1,245,546

4,725

80,432

1,330,703

2,523,802

249,017

1,191,265

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

Company

30.4.25

30.4.24

30.4.25

30.4.24

£

£

£

£

Other creditors

1,672,884

2,282,960

1,672,884

2,282,960

Amounts falling due in more than five years:

Group

Company

30.4.25

30.4.24

30.4.25

30.4.24

£

£

£

£

Repayable otherwise than by instalments

Debentures more 5yr non-instal

1,083,384

1,357,960

1,083,384

1,357,960

Other loans more 5yrs non-inst

589,500

925,000

589,500

925,000

1,672,884

2,282,960

1,672,884

2,282,960

13.	SECURED DEBTS

The following secured debts are included within creditors:

Group

Company

30.4.25

30.4.24

30.4.25

30.4.24

£

£

£

£

Investor loan

589,500

925,000

589,500

925,000

Loan notes

1,083,384

1,357,960

1,083,384

1,357,960

1,672,884

2,282,960

1,672,884

2,282,960

The investor loan (other loans) and the debentures/loan notes are secured by way of a floating charge over all property and undertaking of the company created on 21 September 2023.The charges were duly registered at Companies House on 22 September 2023.

14.	RELATED PARTY DISCLOSURES

On 21 September 2023 as part of the management buyout, the group entered into a secured loan agreement with N Munday (director) in respect of a cash loan provided to the company (up to a maximum balance of £750,000). Under the terms of the loan agreement interest accrues at 6%. The amount owed to the director at 30 April 2024 amounted to £436,624 and this has been repaid in full in the current financial year and so the remaining amount due is £nil.

15.	SHARE-BASED PAYMENT TRANSACTIONS

On 24 October 2024 the Group established an Enterprise Management Incentive scheme, and on that date granted 22,500 options in relation to £1 ordinary shares in the parent undertaking of the group. In accordance with the scheme rules options are exercisable at nominal value of £1, subject to vesting conditions being met. The vesting condition is continued employment. The vesting period is not specifically defined as it is contingent upon a sale of shares or other form of Exit as defined in the scheme rules being agreed. The options will lapse 10 years after the grant.