Company registration number 13905769 (England and Wales)
BRACKLEY HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
BRACKLEY HOLDINGS LIMITED
COMPANY INFORMATION
Directors
M R Wakeford
I F Wakeford
J R Wakeford
Company number
13905769
Registered office
27 Eldon Business Park
Attenborough
Nottingham
United Kingdom
NG9 6DZ
Auditor
Azets Audit Services
2 Regan Way
Chetwynd Business Park
Chilwell
Nottingham
United Kingdom
NG9 6RZ
BRACKLEY HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 41
BRACKLEY HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

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

Review of the business

The group has five significant, wholly-owned subsidiaries that it continues to hold and support. At 31 March 2025 these are:

- Brackley Investments Limited - a development company active in care and primary care markets within England.

- Whitecross@Stepnell Limited - a company operating under a Private Finance Initiative contract providing serviced accommodation to a single high school in Hereford.

- EvoEnergy Limited - a company providing renewable energy consultancy, design, development, build, and post-installation aftercare maintenance and asset management.

- SunShare Community Nottingham Plc - a company which constructed and commissioned a portfolio of solar arrays and which receives income under both Power Purchase Agreements and via government Feed-In-Tariffs for energy produced by these arrays.

- Aspen Retirement Limited - a company engaged in the development of retirement housing.

Furthermore, the group holds shareholdings as noted below in two associate undertakings:

- Brackley Property Developments Limited (33.36% holding) - a development company providing industrial and commercial properties to a wide range of customers throughout the Midlands.

- Retirement Security Limited (40.9% holding) - a company holding and operating retirement living properties within England.

These companies have performed within expectations over the course of the year ended 31 March 2025.

The year ended 31 March 2025 saw the group's turnover increase by £2.1m, to £32.8m, primarily driven by a £3.1 m increase in the turnover of the subsidiary EvoEnergy Limited, net of sales to group entities. The profit before tax of the group increased from £2.7m to £3.1 m as a result of an increase in gross profit in EvoEnergy of £2.85 m, net of transactions with group entities, but reduction in profit in other core businesses due to reduced trading.

The group's net assets increased to £23.6 m at 31 March 2025, from £21.4m at 31 March 2024, and the directors are confident that the group is in a strong position to continue to go from strength to strength in the future.

Principal risks and uncertainties

There remain a number of key risks which the group must remain mindful of and structure its approach to manage. These include

Market risk

The Board has a portfolio approach of diversification into numerous technologies and services to provide a one stop shop to our clients individual and bespoke needs, and to reduce overall business risk.

The market dynamics are closely watched and the Board moves interchangeable staff expertise to respond and exploit opportunities and technologies as they arise.

Market risks around the demand for renewable energy generation remains low, with high demand. There are political pressures that may be brought to bear on the wider take-up of solar energy and battery storage. It is felt that should these materialise they are both some way off and unlikely to affect EvoEnergy, whose order-book remains strong.

The market risk associated with development in Extra Care is linked to the general housing market supporting property sales and availability of land at an appropriate value. To de-risk these opportunities we are looking at Joint Venture opportunities where another party may have taken site risk. We are also looking to develop stronger internal relationships within the g roup to maximise benefits and opportunities.

BRACKLEY HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Principal risks and uncertainties - continued

Whitecross@Stepnell Limited operates under a PFI contract with a local council. The key business risk is the ability of the council to continue to fund operations under the terms of the PFI contract. The directors do not consider that this poses a significant risk to the continuance of its operations.

The key risks pertaining to the development arm of the group resides in the market demand for care and primary care facilities and industrial and commercial units. The directors have seen an improvement in interest in these developments with some foreign money entering the UK for other developments to access. This momentum is also reflected in the increased opportunities seen by Brackley Investments.

People risk

The group employs leading experts in the industry to deliver innovative, timely and quality project solutions to clients. We are at our core a family-orientated business and our family-centric values are at the heart of what we do. We are proud to have industry leading retention amongst our staff and this team have been collectively leaders in many areas, including the development of the UK renewable energy market.

With this tremendous foundation, the Board continues to be strong advocates of development of our teams from within and recruitment of young talent.

The g roup has also invested in widening our people reach with apprentices, University paid internships and other student paid experience opportunities are provided by EvoEnergy.

Financial risk management

The group produces detailed management accounts to monitor performance and to enable the directors to have visibility and assess performance.

The group uses various financial instruments including cash, trade debtors, intergroup loans and trade creditors that arise directly from the group's operations. The existence of these financial instruments expose the group to a number of financial risks, including liquidity risk, interest rate risk, and credit risk which are managed as described below:

Liquidity risk – the group seeks to manage the liquidity risk by ensuring that there is sufficient liquidity available to meet foreseeable needs and to invest its cash assets safely.

Interest rate risk – t he group finances its operations through a mixture of retained profits and cash balances. Cash is managed to maximise income from interest while avoiding inherent risks.

Credit risk – t he group’s principal financial assets are cash, stock and trade debtors, the latter of which are prone to credit risk. This is managed through setting credit limits based on a combination of trading history and third-party credit agencies. The d irectors also have trading terms aligned to the work undertaken and liabilities committed to individual projects.

Cyber risk

The g roup identifies an increasing risk from cyber-attack and adopts several differing measures to prevent the risk being realised and to mitigate the effect. We have already adopted Cyber Essentials Plus in our core business and are looking to roll out the accreditation to all g roup activities. We continue to ensure managers are trained in, and made aware of cyber-attacks, data is regularly backed up, and devices are kept updated.

Key performance indicators

The directors consider that the key financial performance indicators for the group are turnover, gross profit, profit before tax and net assets. Details can be found in the Review of the business above.

BRACKLEY HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
Environmental, social and governance

The companies in the group recognise their place as part of the community. To ensure their contribution to society our staff are provided full pay days to engage in volunteer work, and we ensure that all staff have opportunities to develop their own structured career path with readily available funding for training.

The group has policies that raise awareness of modern slavery, ethical trading and human rights.

The group has close and long-standing relationships with its suppliers to guarantee superior service levels, product quality and availability, cost competitiveness, and timely deliveries.

The group aims to exceed the expectations of its customers through innovative solutions, and to be the long-term partner for our customers.

The group is an important job contributor to both directly employed staff, and trusted long-term subcontract partners across the UK. We challenge ourselves to reduce our impact on the environment and we make huge impacts via our client renewable energy solutions.

Employee / colleague involvement

The directors ensure that all employees are aware of the objectives and results of the g roup and their own individual companies through presentations and day-to-day conversations. The directors have focused on providing a modern and positive work environment for all employees, and opportunities for all to grow and achieve their individual potential. The group offers very flexible working arrangements, including hybrid working, with use of technology to allow extensive home / collaborative working.

The directors benchmark with comparable employers and believe the group is a fair employer and rewards its staff appropriately.

Health and safety

The g roup has an excellent health and safety record allied to staff workforce and well-being. We are transparent with our clients and employ third-party advisors to inspect and report on all our activities and to promote industry best practice. The Board review health, safety and wellbeing weekly and have a comprehensive package of wellbeing support in place.

On behalf of the board

J R Wakeford
Director
1 December 2025
BRACKLEY HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -

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

The company was incorporated on 10 February 2022 and began trading on 22 August 2022 when, via a share-for-share exchange on this date, it assumed control of Brackley Investments Limited, Whitecross@Stepnell (Holdings) Limited and Whitecross@Stepnell Limited.

Subsequently, on 28 March 2024 via a further share-for-share exchange transaction, the company assumed control of Aspen Evo Holdings Limited and its direct and indirect subsidiaries, EvoEnergy Limited, Aspen Retirement Limited, SunShare Community Nottingham Plc, Aspen Extra Living Limited and Aspen Retirement Living Limited. Merger accounting was applied in respect of this transaction and, as such, the consolidated financial statements for the year ended 31 March 2025 present the comparative year as if the group had always existed.

Principal activities

The principal activities of the group were that of UK renewable energy solutions, property development and the maintenance of a school property under a Private Finance Initiative contract.

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £1,161,343. The directors do not recommend payment of a further dividend.

Directors

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

M R Wakeford
I F Wakeford
J R Wakeford
Post reporting date events

Details of post reporting date events are disclosed in the notes to the financial statements.

Future developments

The directors anticipate the business environment will remain supportive whilst competitive, and they believe the group is in a good financial position to respond to any changes in market conditions.

The group will continue to look for further opportunities for growth in all areas of the business.

The Board continue to adopt a selective approach to tendering and incoming enquiries, selecting those to which its market-leading skills base is best suited, and where terms and conditions do not impose unacceptable levels of construction or financing risk. All contracts are reviewed and negotiated in detail before a “Deal / No Deal” decision is made.

The group will continue to operate across the UK and focus on service to our clients. The group will consider opportunities abroad if there is an obvious solution where our expertise and intellectual property can add value and generate a suitable return, and the risks can be appropriately managed.

We are proud of our hard-earned reputation for innovation, quality and the meticulous efforts of our teams, and we continue to consistently deliver an excellent product / solution with a low level of latent defects.

We endeavor to be the long-term partner for our existing clients and to identify opportunities with new emerging technologies.

BRACKLEY HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report 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 group and company, 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;

- 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 directors are 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. They are 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.

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.

Strategic report

The 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.

On behalf of the board
J R Wakeford
Director
1 December 2025
BRACKLEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BRACKLEY HOLDINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of Brackley Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 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 March 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 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 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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

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

BRACKLEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BRACKLEY HOLDINGS LIMITED
- 7 -
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 directors' 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 directors

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

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.

BRACKLEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BRACKLEY HOLDINGS LIMITED
- 8 -

Extent to which the audit was considered 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Richard Watkins (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
3 December 2025
Chartered Accountants
Statutory Auditor
2 Regan Way
Chetwynd Business Park
Chilwell
Nottingham
United Kingdom
NG9 6RZ
BRACKLEY HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
32,794,324
30,718,970
Cost of sales
(22,814,882)
(22,826,919)
Gross profit
9,979,442
7,892,051
Administrative expenses
(8,499,800)
(6,804,937)
Other operating income
107,880
52,434
Operating profit
4
1,587,522
1,139,548
Share of results of associates
(139,246)
340,150
Interest receivable and similar income
8
1,932,303
1,553,448
Interest payable and similar expenses
9
(312,008)
(380,374)
Fair value gains and losses on derivative financial instruments
33,563
78,243
Profit before taxation
3,102,134
2,731,015
Tax on profit
10
313,807
(66,131)
Profit for the financial year
28
3,415,941
2,664,884
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
BRACKLEY HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
12
42,972
49,110
Tangible assets
13
646,553
707,768
Investments
14
1,189,226
1,291,982
1,878,751
2,048,860
Current assets
Stocks
17
2,500,459
7,646,936
Debtors falling due after more than one year
18
11,443,395
12,509,930
Debtors falling due within one year
18
5,699,383
10,984,387
Cash at bank and in hand
21,015,694
19,869,889
40,658,931
51,011,142
Creditors: amounts falling due within one year
20
(12,520,268)
(25,184,313)
Net current assets
28,138,663
25,826,829
Total assets less current liabilities
30,017,414
27,875,689
Creditors: amounts falling due after more than one year
21
(3,897,059)
(4,912,483)
Provisions for liabilities
Provisions
24
2,472,424
1,569,873
(2,472,424)
(1,569,873)
Net assets
23,647,931
21,393,333
Capital and reserves
Called up share capital
25
197,956
197,956
Other reserves
3,471,745
3,471,745
Distributable profit and loss reserves
28
19,978,230
17,723,632
Total equity
23,647,931
21,393,333
The financial statements were approved by the board of directors and authorised for issue on 1 December 2025 and are signed on its behalf by:
01 December 2025
J R Wakeford
Director
Company registration number 13905769 (England and Wales)
BRACKLEY HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
14
5,315,291
9,666,605
Current assets
Debtors falling due after more than one year
18
6,950,886
5,514,252
Debtors falling due within one year
18
2,960,706
572,262
Cash at bank and in hand
4,701,005
937,382
14,612,597
7,023,896
Creditors: amounts falling due within one year
20
(963,506)
(6,496,892)
Net current assets
13,649,091
527,004
Net assets
18,964,382
10,193,609
Capital and reserves
Called up share capital
25
197,956
197,956
Non-distributable profits reserve
27
4,595,326
9,031,462
Distributable profit and loss reserves
28
14,171,100
964,191
Total equity
18,964,382
10,193,609

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 profit for the year was £9,932,116 (2024 - £1,073,381 profit).

The financial statements were approved by the board of directors and authorised for issue on 1 December 2025 and are signed on its behalf by:
01 December 2025
J R Wakeford
Director
Company registration number 13905769 (England and Wales)
BRACKLEY HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
Share capital
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2023
7,312,640
3,471,745
7,855,798
18,640,183
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
2,664,884
2,664,884
Issue of share capital
25
88,266
-
-
88,266
Reduction of shares
25
(7,202,950)
-
7,202,950
-
0
Balance at 31 March 2024
197,956
3,471,745
17,723,632
21,393,333
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
3,415,941
3,415,941
Dividends
11
-
-
(1,161,343)
(1,161,343)
Balance at 31 March 2025
197,956
3,471,745
19,978,230
23,647,931
BRACKLEY HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
Share capital
Non-dist. profits reserve
Dist. profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2023
7,312,640
9,031,462
(7,312,140)
9,031,962
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
1,073,381
1,073,381
Issue of share capital
25
88,266
-
-
88,266
Reduction of shares
25
(7,202,950)
-
7,202,950
-
0
Balance at 31 March 2024
197,956
9,031,462
964,191
10,193,609
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
9,932,116
9,932,116
Dividends
11
-
-
(1,161,343)
(1,161,343)
Transfers to / (from) non-distributable profits reserves
-
(4,436,136)
4,436,136
-
Balance at 31 March 2025
197,956
4,595,326
14,171,100
18,964,382
BRACKLEY HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
2,342,991
7,925,520
Interest paid
(312,008)
(380,374)
Income taxes paid
(75,000)
(25,699)
Income taxes refunded
262,679
106,955
Net cash inflow from operating activities
2,218,662
7,626,402
Investing activities
Purchase of tangible fixed assets
(89,007)
(163,318)
Proceeds from disposal of tangible fixed assets
2,148
34,717
Purchase of additional shares in associates
(83,082)
(230,408)
Purchase of shares in unlisted investments
-
(347,190)
Loans made to other entities
(100,000)
(271,000)
Interest received
959,225
521,235
Dividends received from associates
48,332
10,783
Net cash generated from/(used in) investing activities
737,616
(445,181)
Financing activities
Repayment of debentures
(43,047)
(43,047)
Repayment of bank loans
(837,000)
(784,799)
Repayment of loans received from related parties
(4,447,000)
(90,000)
Loans to related parties
(75,667)
(4,974,544)
Loans received from related parties
-
4,470,305
Repayment of loans made to related parties
4,753,584
-
Dividends paid to equity shareholders
(1,161,343)
-
0
Net cash used in financing activities
(1,810,473)
(1,422,085)
Net increase in cash and cash equivalents
1,145,805
5,759,136
Cash and cash equivalents at beginning of year
19,869,889
14,110,753
Cash and cash equivalents at end of year
21,015,694
19,869,889
BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
1
Accounting policies
Company information

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

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

1.1
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 certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Brackley Holdings Limited acquired 100% of the share capital of Aspen Evo Holdings Limited and its group via a share-for-share exchange under a group reconstruction on 28 March 2024. The directors, having considered the substance of this transaction, have applied merger accounting to this group reconstruction in accordance with section 19.27 of FRS 102.

Merger accounting requires that the results of the group are presented as if the group has always been in its present form and does not require a re-evaluation of fair values as at the point of acquisition. Accordingly, a merger reserve exists which represents the difference between the net assets of the group as at that date and the retained profits recognised by the group as at that date.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group.

The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

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

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; and

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
1.2
Business combinations

Unless where merger accounting has been applied, as described in the basis of accounting, 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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Brackley 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 March 2025. 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.

Unless where merger accounting has been applied, as described in the basis of accounting, subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

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

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Turnover from contracts for the provision of installation services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is assessed by project managers. Where the outcome cannot be estimated reliably, turnover is recognised only to the extent of the expenses recognised as recoverable. Turnover relating to retentions and warranties is recognised once it is deemed recoverable.

Turnover relating to the Energy contract supply agreements and Feed in Tariffs ("FIT s") is accrued as generated. Management has adopted the policy of recognising FIT s turnover, based on the price for the relevant period

Turnover relating to consultancy services is recognised as the service is provided to the customer.

Income derived from the sale of leasehold interests in apartments is recognised in the period in the which the sale was completed. Ground rent is recognised in the period to which it relates.

1.6
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 14 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.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Website development costs
10% straight line
BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -
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:

Plant and equipment
5% to 33% straight line
Fixtures and fittings
20% straight line
Motor vehicles
25% straight line

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.

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.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
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.

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
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
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.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 20 -

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.

1.13
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.

1.14
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.

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.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 21 -
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.

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.

1.15
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.

1.16
Taxation

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

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 22 -
Current tax

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

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

1.17
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.18
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.

1.19
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.

1.20

Related parties

The company have taken advantage of the exemption available under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly-owned subsidiaries within the group.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 23 -
1.21

Finance debtor and service income

One of the group's subsidiaries is an operator of a Private Finance Initiative ("PFI") contract. During the construction phase of the project, all attributable expenditure is valued as work in progress. Upon becoming operational, the costs were transferred to the finance debtor.

During the operational phase, income is allocated between interest receivable and the finance debtor using a project specific interest rate. The remainder of the PFI unitary charge income is included within turnover. The group recognises income in respect of the services provided as it fulfils its contractual obligations in respect of those services and in line with the fair value of the consideration receivable in respect of those services.

Major maintenance costs are recognised on a contractual basis and the revenue in respect of these services is recognised when these services are performed.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
2
Judgements and key sources of estimation uncertainty

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

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Contract cost and revenue recognition

Turnover and costs in relation to installation contracts are recognised based on the stage of completion of each contract. Project costs are forecast using the contract plan of works and expected timeframe of the project. The stage of completion of each such contract requires an estimation of the proportion of services performed to date as a percentage of the overall contract.

At the year end, a provision of £271,668 (2024: N/A) was made against one such ongoing contract.

Finance debtor

The company is an operator of a Private Finance Initiative ("PFI") contract. During the construction phase of the project, all attributable expenditure is valued as work in progress. Upon becoming operational, the costs were transferred to the finance debtor and income is allocated between interest receivable and the finance debtor using a project specific interest rate. During the current year, finance income of £550,494 was receivable by the company in respect of this.

The remainder of the PFI unitary charge income is included within turnover. The company recognises income in respect of the services provided as it fulfils its contractual obligations in respect of those services and in line with the fair value of the consideration receivable in respect of those services.

Major maintenance costs are recognised on a contractual basis and the revenue in respect of these services is recognised when these services are performed.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Derivative financial instruments

The company is exposed to interest rate risk due to its long-term loans being subject to variable interest rates. The company has managed its exposure to this risk by entering into a number of variable-to-fixed interest rate swaps in relation to long-term bank loans outstanding as at the balance sheet date and due in more than one year. The fair value of these derivative financial instruments at the balance sheet date has been determined by the directors with reference to Mark to Market (“MtM”) valuation reports obtained from the respective banks which the directors consider to be an appropriate fair value of these derivative financial instruments.

As the derivative financial instruments are valued at fair value through profit or loss in accordance with Financial Reporting Standard 102, the movement in fair value between the current and prior balance sheet dates of £33,563 has been recognised in the statement of comprehensive income.

Impairment of fixed asset investments

In the financial statements of the parent undertaking the directors estimate whether there is any impairment in the carrying value of fixed asset investments in subsidiary undertakings on an annual basis with reference to future expected performance of its subsidiaries. Any such impairment is charged to profit and loss.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 25 -
Key sources of estimation uncertainty
Provision against finished goods and goods for resale

Finished goods and goods for resale are valued at the lower of cost and sales price less costs to sell. Sales price less costs to sell include, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, including forecast consumer demand and the promotional, competitive and economic environment in which the group operates. The provision included in the financial statements as at 31 March 202 5 is £181,050 (202 4: £181,115).

Warranty provision

When turnover is recognised for the sale of goods or installation services, a provision is made for the estimated cost of any warranty obligation. This provision is measured based on the probability weighting of possible outcomes, taking industry specific knowledge into consideration. At the 31 March 202 5, the warranty provision was £1,696,539 (202 4: £793,988).

Bad debt provision

Trade debtors are stated at invoice price less an appropriate estimate for bad and doubtful debts. Calculation of the amount of this provision requires judgement of the directors, based on their assessment of the creditworthiness of each customer. At the 31 March 202 5, the bad debt provision was £56,968 (202 4: £129,047).

Impairment in value of associates

The carrying value of associates is based on initial cost plus changes in the movement of net assets since acquisition. Any impairment in the carrying value requires an estimation of the future expected performance of each associate for which there is an inherent uncertainty. There has been no impairment estimated by the directors at the year end.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Installation services
27,336,455
24,217,241
Apartment sales and ground rents receivable
116,663
119,227
Construction contract income
3,200,000
4,733,662
Income from PFI contract
2,141,206
1,648,840
32,794,324
30,718,970
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
32,794,324
30,718,970
BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
150,222
134,783
Profit on disposal of tangible fixed assets
(2,148)
(28,208)
Amortisation of intangible assets
6,138
8,254
(Profit)/loss on disposal of intangible assets
-
4,800
Operating lease charges
221,086
250,592
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
16,000
38,600
Audit of the financial statements of the company's subsidiaries
94,494
66,000
110,494
104,600
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors
3
3
3
3
Direct staff
10
8
-
-
Administrative staff
47
45
-
-
Total
60
56
3
3

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
5,809,375
4,486,583
-
0
-
0
Social security costs
773,615
561,942
-
-
Pension costs
470,083
444,863
-
0
-
0
7,053,073
5,493,388
-
0
-
0
BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 27 -
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
384,718
389,843
Company pension contributions to defined contribution schemes
57,000
57,000
441,718
446,843
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
192,506
196,542
Company pension contributions to defined contribution schemes
28,500
28,500
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
856,533
521,235
Other interest income
1,075,770
1,032,213
Total income
1,932,303
1,553,448
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
288,178
344,510
Other interest on financial liabilities
23,830
35,864
Total finance costs
312,008
380,374
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
-
0
75,000
Adjustments in respect of prior periods
(236,452)
800
Total current tax
(236,452)
75,800
BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
10
Taxation
2025
2024
£
£
(Continued)
- 28 -
Deferred tax
Origination and reversal of timing differences
(77,355)
(9,669)
Total tax (credit)/charge
(313,807)
66,131

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

2025
2024
£
£
Profit before taxation
3,102,134
2,731,015
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
775,534
682,754
Tax effect of expenses that are not deductible in determining taxable profit
18,108
48,669
Tax effect of income not taxable in determining taxable profit
(43,202)
(257,366)
Tax effect of utilisation of tax losses not previously recognised
(847,533)
(408,726)
Adjustments in respect of prior years
(236,452)
800
Permanent capital allowances in excess of depreciation
19,738
-
0
Taxation (credit)/charge
(313,807)
66,131
11
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
1,161,343
-
BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 29 -
12
Intangible fixed assets
Group
Goodwill
Website development costs
Total
£
£
£
Cost
At 1 April 2024 and 31 March 2025
85,938
21,153
107,091
Amortisation and impairment
At 1 April 2024
36,828
21,153
57,981
Amortisation charged for the year
6,138
-
0
6,138
At 31 March 2025
42,966
21,153
64,119
Carrying amount
At 31 March 2025
42,972
-
0
42,972
At 31 March 2024
49,110
-
0
49,110
The company had no intangible fixed assets at 31 March 2025 or 31 March 2024.
13
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 April 2024
1,092,668
9,389
230,522
1,332,579
Additions
20,986
4,841
63,180
89,007
Disposals
-
0
-
0
(4,190)
(4,190)
At 31 March 2025
1,113,654
14,230
289,512
1,417,396
Depreciation and impairment
At 1 April 2024
542,068
1,188
81,555
624,811
Depreciation charged in the year
83,840
3,182
63,200
150,222
Eliminated in respect of disposals
-
0
-
0
(4,190)
(4,190)
At 31 March 2025
625,908
4,370
140,565
770,843
Carrying amount
At 31 March 2025
487,746
9,860
148,947
646,553
At 31 March 2024
550,600
8,201
148,967
707,768
The company had no tangible fixed assets at 31 March 2025 or 31 March 2024.
BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 30 -
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
4,344,675
8,780,811
Investments in associates
16
840,296
944,792
621,686
538,604
Unlisted investments
348,930
347,190
348,930
347,190
1,189,226
1,291,982
5,315,291
9,666,605
Movements in fixed asset investments
Group
Shares in associates
Other investments
Total
£
£
£
Cost or valuation
At 1 April 2024
944,792
347,190
1,291,982
Additions
83,082
1,740
84,822
Dividends received
(48,332)
-
(48,332)
Share of results of associates
(139,246)
-
(139,246)
At 31 March 2025
840,296
348,930
1,189,226
Carrying amount
At 31 March 2025
840,296
348,930
1,189,226
At 31 March 2024
944,792
347,190
1,291,982
Movements in fixed asset investments
Company
Shares in subsidiaries and associates
Other investments
Total
£
£
£
Cost or valuation
At 1 April 2024
9,319,415
347,190
9,666,605
Additions
4,937,625
1,740
4,939,365
Dividends received
(9,290,679)
-
(9,290,679)
At 31 March 2025
4,966,361
348,930
5,315,291
Carrying amount
At 31 March 2025
4,966,361
348,930
5,315,291
At 31 March 2024
9,319,415
347,190
9,666,605

Additions to the company's investments in subsidiaries and associates include an amount of £4,854,543 received via distributions in specie, being equal to the book value of these investments.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 31 -
15
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Brackley Investments Limited
27 Eldon Business Park, Attenborough, Nottingham, United Kingdom, NG9 6DZ
Ordinary
100.00
-
Whitecross@Stepnell (Holdings) Limited
27 Eldon Road, Beeston, Nottingham, England, NG9 6DZ
Ordinary
100.00
-
Whitecross@Stepnell Limited
27 Eldon Road, Beeston, Nottingham, England, NG9 6DZ
Ordinary
0
100.00
Aspen Evo Holdings Limited
27 Eldon Business Park, Attenborough, Nottingham, England, NG9 6DZ
Ordinary
100.00
-
EvoEnergy Limited
27 Eldon Business Park, Attenborough, Nottingham, United Kingdom, NG9 6DZ
Ordinary
100.00
-
SunShare Community Nottingham Plc
27 Eldon Business Park, Eldon Road Attenborough, Beeston, Nottingham, NG9 6DZ
Ordinary
0
100.00
Aspen Retirement Limited
27 Eldon Business Park, Attenborough, Nottingham, United Kingdom, NG9 6DZ
Ordinary
100.00
-
Aspen Extra Living Limited
27 Eldon Business Park, Attenborough, Nottingham, United Kingdom, NG9 6DZ
Ordinary
0
100.00
Aspen Retirement Living Limited
27 Eldon Business Park, Attenborough, Nottingham, United Kingdom, NG9 6DZ
Ordinary
0
100.00

As a result of a group reorganisation enacted prior to the year end, the subsidiaries EvoEnergy Limited and Aspen Retirement Limited became direct subsidiaries of the company, whereas these were previously indirect subsidiaries of the company via the interim parent company, Aspen Evo Holdings Limited.

The parent company, Brackley Holdings Limited, has provided a parental guarantee in relation to Aspen Evo Holdings Limited and Aspen Retirement Limited and therefore these companies are exempt from the requirement to be audited under the S479A to S479C of the Companies Act 2006 for the year ended 31 March 202 5.

Whitecross@Stepnell Limited is a wholly-owned subsidiary of Whitecross@Stepnell Holdings Limited .

SunShare Community Nottingham Plc is a wholly-owned subsidiary of EvoEnergy Limited.

Aspen Retirement Limited's subsidiaries Aspen Extra Living Limited and Aspen Retirement Living Limited are exempt from audit under section 480 of the Companies Act by virtue of being dormant companies.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 32 -
16
Associates

Details of associates at 31 March 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Brackley Property Developments Limited
27 Eldon Road, Beeston, Nottingham, England, NG9 6DZ
Ordinary
36
-
Broughton Astley Golf & Leisure Limited
27 Eldon Road, Beeston, Nottingham, England, NG9 6DZ
Ordinary
0
36
Retirement Security Limited
18 Wood Street, Stratford Upon Avon, Warwickshire, CV37 6JF
Ordinary
41
-

Broughton Astley Golf & Leisure Limited is a wholly-owned subsidiary of B rackley Property Developments Limited. The group's share of the losses of this associate for the year was £157,434.

The group and company increased its shareholding during the year from 34.8% to 40.9% in the ordinary share capital of Retirement Security Limited by acquiring additional shares for consideration of £83,082. The group's share of the profits for the year of this associate was £18,188.

During the year, the group and company received dividends of £48,332 from Retirement Security Limited.

17
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Contract work in progress
159,735
3,235,083
-
-
Other work in progress
2,176,413
3,982,694
-
-
Finished goods and goods for resale
164,311
429,159
-
0
-
0
2,500,459
7,646,936
-
-

The year end provision against finished goods and goods for resale was £181,050 (2024: £181,115).

The year end provision against other work in progress was £271,668 (2024: N/A).

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 33 -
18
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,847,359
2,938,787
-
0
-
0
Gross amounts owed by contract customers
131,724
331,599
-
0
-
0
Corporation tax recoverable
-
0
17,094
-
0
-
0
Amounts owed by group undertakings
-
-
2,882,672
-
Other debtors
2,923,824
7,039,027
34
572,262
Prepayments and accrued income
441,010
379,769
-
0
-
0
5,343,917
10,706,276
2,882,706
572,262
Deferred tax asset (note 19)
355,466
278,111
78,000
-
0
5,699,383
10,984,387
2,960,706
572,262
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
1,569,781
-
Amount owed by related parties
4,677,878
5,514,252
4,677,878
5,514,252
Other debtors
6,765,517
6,995,678
703,227
-
0
11,443,395
12,509,930
6,950,886
5,514,252
Total debtors
17,142,778
23,494,317
9,911,592
6,086,514

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Included in other debtors falling due after more than one year is an amount of £621,000 which attracts interest at a rate of 3% above the Bank of England base rate, which does not compound. Interest of £40,900 (2024: £41,327) was accrued as receivable during the year ended 31 March 2025. This amount of £621,000 plus accrued interest of £82,227 totalling £703,227 has an agreed final repayment of November 2028, with early repayment allowed.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 34 -
19
Deferred taxation

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

Assets
Assets
2025
2024
Group
£
£
Tax losses carried forward
355,466
278,111
Assets
Assets
2025
2024
Company
£
£
Tax losses carried forward
78,000
-
Group
Company
2025
2025
Movements in the year:
£
£
Asset at 1 April 2024
(278,111)
-
Credit to profit or loss
(77,355)
(78,000)
Asset at 31 March 2025
(355,466)
(78,000)

The deferred tax asset set out above in relation to tax losses carried forward is expected to reverse within the next 12 months against expected taxable profits to be generated by the group and company.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 35 -
20
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Debenture loans
22
44,345
44,345
-
0
-
0
Bank loans
22
929,500
837,000
-
0
-
0
Trade creditors
1,514,831
1,991,481
640
17,861
Gross amounts owed to contract customers
2,439,394
9,787,643
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
550,439
6,385,271
Corporation tax payable
9,133
75,000
-
0
-
0
Other taxation and social security
1,690,552
801,901
376,212
-
Other creditors
1,552,419
6,064,969
24,115
24,115
Accruals and deferred income
4,340,094
5,581,974
12,100
69,645
12,520,268
25,184,313
963,506
6,496,892

Amounts owed by group undertakings are unsecured and repayable on demand. Interest is charged at 3% above the Bank of England base rate.

21
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Debenture loans
22
300,032
343,079
-
0
-
0
Bank loans and overdrafts
22
3,430,897
4,360,397
-
0
-
0
Derivative financial instruments
93,543
127,106
-
0
-
0
Accruals and deferred income
72,587
81,901
-
0
-
0
3,897,059
4,912,483
-
-
Amounts included above which fall due after five years are as follows:
Payable by instalments
122,652
1,070,298
-
-
BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 36 -
22
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Debenture loans
344,377
387,424
-
0
-
0
Bank loans
4,360,397
5,197,397
-
0
-
0
4,704,774
5,584,821
-
-
Payable within one year
973,845
881,345
-
0
-
0
Payable after one year
3,730,929
4,703,476
-
0
-
0

Debenture loans were issued by a subsidiary undertaking in 2014 where it refinanced its long-term debt by issuing debentures which were offered for sale under a Crowd Funding Project. The total amount received by the subsidiary undertaking in 2014 was £896,000. The debentures carry a fixed rate of interest of 6.5% and are repayable in equal instalments over a 19 year term.

Bank loan s accrue interest per annum at a rate of 1% above LIBOR and are repayable in quarterly instalments up to the final repayment date of 30 November 2029. Refer to note 23 for details of an interest rate swap in place in relation to these bank loans.

Bank loans are secured by way of a fixed and floating charge over the assets of the subsidiary, Whitecross@Stepnell Limited. The parent company of Whitecross@Stepnell Limited, Whitecross@Stepnell Holdings Limited, has provided a guarantee over these bank loans.

23
Financial instruments
Group
Company
2025
2024
2025
2024
£
£
£
£
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
93,543
127,106
-
-

The group is exposed to interest rate risk due to its long-term loans being subject to variable interest rates. The group has managed its exposure to this risk by entering into a variable-to-fixed interest rate swap in relation to long-term bank loans outstanding as at the balance sheet date. The fair value of these derivative financial instruments at the balance sheet date has been determined by the directors with reference to Mark to Market (“MtM”) valuation reports obtained from the respective banks which the directors consider to be an appropriate fair value of these derivative financial instruments.

As the derivative financial instruments are valued at fair value through profit or loss in accordance with Financial Reporting Standard 102, the movement in fair value between the current and prior balance sheet dates has been recognised in the group statement of comprehensive income. The movement recognised in the group statement of comprehensive income in the current year in relation to changes in the fair value of interest rate swaps in place at the balance sheet date was a gain of £33,563 (202 4: £78,243).

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 37 -
24
Provisions for liabilities
Group
Company
2025
2024
2025
2024
£
£
£
£
Warranties
1,696,539
793,988
-
-
Dilapidations
39,565
39,565
-
-
Onerous contracts
736,320
736,320
-
-
2,472,424
1,569,873
-
-
Movements on provisions:
Warranties
Dilapidations
Onerous contracts
Total
Group
£
£
£
£
At 1 April 2024
793,988
39,565
736,320
1,569,873
Additional provisions in the year
1,117,843
-
-
1,117,843
Utilisation of provision
(215,292)
-
-
(215,292)
At 31 March 2025
1,696,539
39,565
736,320
2,472,424

When turnover is recognised for the sale of goods or installation services, a provision is made for the estimated cost of any warranty obligation. This provision is measured based on the probability weighting of possible outcomes, taking industry specific knowledge into consideration.

A provision has been made for potential dilapidation costs of exiting the building the company rents and operates from at the end of the lease term. Refer to the Operating lease commitment note for commitments in respect of this at the balance sheet date.

Provisions made for onerous contracts relate to anticipated penalties in line with contractual terms which the directors consider may be payable.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 38 -
25
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 15p each
1,319,704
-
197,956
-
C Ordinary shares of 15p each
-
1,319,704
-
197,956
1,319,704
1,319,704
197,956
197,956

On 25 March 2025, the company redesignation its C Ordinary shares of £0.15 each to Ordinary shares of £0.15 each. The Ordinary shares of £0.15 each rank pari passu and shall entities their holders to receive:

a) all the profits of the company available for distribution by way of dividend or otherwise and resolved to be so distributed;

b) on any winding up of the company or any other return of capital the surplus assets of the company; and

c) notice of, attend and vote at general meetings. The holders of the Ordinary shares shall be entitled to one vote in respect of each such share held.

Prior to this, the C Ordinary shares ranked pari passu in relation to voting rights, rights to distributions and any capital rights on the any winding up of the company. The C Ordinary shares were not redeemable.

During the year ended 31 March 2024, the company had reduced the nominal value of each C Ordinary share from £10 per share to £0.15 per share and as a result reduced the value of the issued share capital of the company from £7,312,640 to £109,690. Therefore, the company also cancelled and extinguished capital to the extent of £9.85 per C Ordinary share with £7,202,950 transferred to distributable profit and loss reserves. This amount is considered by the directors to be distributable as per company law.

During the year ended 31 March 2024, the company had also issued 588,440 C Ordinary shares with a nominal value of £0.15 each to the shareholders of Aspen Evo Holdings Limited in exchange for acquiring 100% of the issued ordinary shares of this company pursuant to a share-for-share arrangement as set out in a Share Purchase Agreement in place between the company and the former shareholders of Aspen Evo Holdings Limited.

26
Merger reserve
2025
2024
Group
£
£
At the beginning and end of the year
3,471,745
3,471,745
2025
2024
Company
£
£
At the beginning and end of the year
-
-

The merger reserve arises due to the application of merger accounting to a transaction enacted on 28 March 2024 whereby the company acquired 100% of the share capital of Aspen Evo Holdings Limited and its subsidiary undertakings by way of a share-for-share exchange. Refer to the basis of accounting section within the accounting policy note.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 39 -
27
Non-distributable profits reserve
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
-
-
9,031,462
9,031,462
Current year profits transferred to non-distributable reserve
-
-
4,854,543
-
Transfer from non-distributable reserve to profit and loss reserves
-
-
(9,290,679)
-
At the end of the year
-
-
4,595,326
9,031,462

Non-distributable reserves relate to investments in subsidiaries and associate undertakings acquired by company as part of a demerger transaction enacted in August 2022, where these investments were transferred to the company via distributions in specie. The movement in the current year relates to dividends received from these subsidiaries which have been recognised against the value of the investments as a return of investment, thus reducing the equivalent allocation to non-distributable reserves accordingly.

28
Distributable profit and loss reserves
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
17,723,632
7,855,798
964,191
(7,312,140)
Profit for the year
3,415,941
2,664,884
9,932,116
1,073,381
Current year profits transferred to non-distributable reserve
-
-
(4,854,543)
-
Dividends
(1,161,343)
-
(1,161,343)
-
Transfer from non-distributable reserve to profit and loss reserves
-
-
9,290,679
-
Share redemption or reduction
-
7,202,950
-
7,202,950
At the end of the year
19,978,230
17,723,632
14,171,100
964,191

Retained earnings include all current and prior period retained profits and losses.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 40 -
29
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
154,861
179,120
-
-
Between two and five years
119,726
228,683
-
-
274,587
407,803
-
-
30
Related party transactions

During the year, the group made charges to certain companies with common directors and shareholders of £74,022 (2024: £39,941) which is included in other operating income in the group statement of comprehensive income.

During the year, the group had interest receivable from an associate undertaking of £381,684 (2024: £379,815) which is included in interest receivable and similar income in the group statement of comprehensive income.

During the year, the group had interest payable to certain companies with common directors and shareholders of £Nil (2024: £9,236) which is included in interest payable and similar expenses in the group statement of comprehensive income.

At the balance sheet date, the group was owed £1,233,377 (2024: £4,672,908) from certain companies with common directors and shareholders which is included in other debtors payable within one year.

At the balance sheet date, the group was owed £29,789 (2024: £42,587) from an associate undertaking which is included in other debtors falling due within one year, and £4,677,878 (£5,514,252) which is included in other debtors falling due after more than one year.

At the balance sheet date, the group owed £34,115 (£4,473,585) to certain companies with common directors and shareholders which is included in other creditors falling due within one year.

BRACKLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 41 -
31
Cash generated from group operations
2025
2024
£
£
Profit for the year after tax
3,415,941
2,664,884
Adjustments for:
Share of results of associates and joint ventures
139,246
(340,150)
Taxation (credited)/charged
(313,807)
66,131
Finance costs
312,008
380,374
Investment income
(1,932,303)
(1,553,448)
Gain on disposal of tangible fixed assets
(2,148)
(28,208)
(Gain)/loss on disposal of intangible assets
-
4,800
Fair value gain on foreign exchange contracts
(33,563)
(78,243)
Amortisation and impairment of intangible assets
6,138
8,254
Depreciation and impairment of tangible fixed assets
150,222
134,783
Increase in provisions
902,551
1,033,979
Movements in working capital:
Decrease in stocks
5,146,477
872,595
Decrease in debtors
2,814,491
3,799,011
(Decrease)/increase in creditors
(8,262,262)
960,758
Cash generated from operations
2,342,991
7,925,520
32
Analysis of changes in net funds - group
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
19,869,889
1,145,805
21,015,694
Borrowings excluding overdrafts
(5,584,821)
880,047
(4,704,774)
14,285,068
2,025,852
16,310,920
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