REGISTERED NUMBER: NI655858 (Northern Ireland)

OAKLEAF EUROPE (HOLDINGS) LTD

Group Strategic Report, Directors' Report and

Consolidated Financial Statements for the Year Ended 31 December 2024

Page

Company Information

1

Group Strategic Report

2

Directors' Report

4

Independent Auditors' Report

5

Consolidated Income Statement

9

Consolidated Statement of Financial Position

10

Company Statement of Financial Position

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Consolidated Statement of Cash Flows

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

P Scullion

M Scullion

REGISTERED OFFICE:

71 Creagh Road

Castledawson

Magherafelt

BT45 8EY

REGISTERED NUMBER:

NI655858 (Northern Ireland)

INDEPENDENT AUDITORS:

Cooper Parry Audit (Ireland) Limited

Statutory Auditor

36-38 Northland Row

Dungannon

Co. Tyrone

BT71 6AP

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

REVIEW OF BUSINESS

The directors are satisfied with the trading performance for the period ended 31 December 2024 and the business remains in sound financial position at the period end.

The directors consider the key performance indicators are those that communicate the financial

performance and strengths as a whole, being revenue, gross profit margin and operating profit.

The directors have provided an analysis of the key performance indicators of the business below. Despite the competitive nature of the industry the group operates in, the directors are pleased to report an increase in turnover and gross profit. The directors continue to monitor costs to ensure the group remains profitable. The group continues to maintain a strong net asset position.

KEY PERFORMANCE INDICATORS

Year ended 31 December 2024

Year ended 31 December 2023

£

£

Revenue

24,510,224

24,988,480

Gross profit

7,245,505

4,941,956

Gross profit margin

29.56%

19.78%

Profit before tax

3,287,862

1,752,502

FINANCIAL RISK MANAGEMENT OBJECTIVES

The group operations expose it to a variety of risks that include competition risk, economic risk,

liquidity risk, price risk and interest rate cash flow risk. The group has in place a risk management

programme that seeks to limit any adverse effects on the financial performance of the group.

Competition Risk:

Competition risk comes from other building contractors and developers. The directors manage this risk by

ensuring a quality service is offered to all customers.

Economic Risk:

Economic risk is inherent in the industry in which the group operates. The directors manage this risk

by ensuring relationships with suppliers and subcontractors are maintained with the group having long

standing relationships with such entities.

Liquidity Risk:

The group generates sufficient cashflow to ensure it has adequate available funds for operations.

Price Risk:

Risk of changes in material prices are managed through fixed price distributor and manufacturer

agreements as well as factoring in expected or known price increases at tender stage. The group has

no exposure to equity securities price risk as it holds no listed investments.

Interest Rate Cash Flow Risk:

The group has both interest bearing assets and interest bearing liabilities. Interest bearing assets

include cash balances which earn interest as variable rates. Interest bearing liabilities include bank

overdrafts and hire purchase contracts. The directors monitor interest rates on an ongoing basis.

HEALTH AND SAFETY

The group consider the highest standards of health and safety as an integral part of its success and

regard the health and safety of its employees, clients and anyone else who interfaces with its business

activities of paramount importance.

HUMAN RESOURCES

The group's most important resource is its people; their knowledge and experience is crucial to

meeting clients' requirements. Retention of key staff is critical and the group has invested in relevant

employment training and development.

STRATEGY

The group's success is dependent on the ongoing management of business risk and uncertainties it

faces. The directors continue to work closely with suppliers, customers, staff and financial institutions to

carefully manage the group's operations.

FUTURE DEVELOPMENTS

The group is committed to long term creation of shareholder value. The economic environment

continues to evolve and is making a return to relative stability. In the coming years the group aims to

increase revenue and profitability. The group will continue to develop relationships with customers and

suppliers and generate new work where possible while remaining highly competitive.

ON BEHALF OF THE BOARD:

P Scullion - Director

21 August 2025

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

DIVIDENDS

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

DIRECTORS

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

P Scullion

M Scullion

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group Strategic Report, the Directors' 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The audit business of CavanaghKelly was acquired by Cooper Parry Audit (Ireland) Limited on 24th July 2025. CavanaghKelly has resigned as auditor and Cooper Parry Audit (Ireland) Limited has been appointed in its place.

The auditors, Cooper Parry Audit (Ireland) Limited, have indicated their willingness to continue in office in accordance with the provision of Section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

P Scullion - Director

21 August 2025

Opinion

We have audited the financial statements of Oakleaf Europe (Holdings) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's and the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the Parent Company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The objectives of our audit in respect of fraud are to assess the risk of material misstatement due to fraud, design and implement appropriate responses to those assessed risks and to respond appropriately to instances of fraud or suspected fraud identified during the course of our audit. However, the primary responsibility for the prevention and detection of fraud rests with management and those charged with governance of the company.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

We obtained understanding of the legal and regulatory requirements applicable to the company’s financial statements and considered the most significant are the Companies Act 2006, Financial Reporting Standards (FRS102) and UK taxation legislation;

-

We have assessed the risk of material misstatement of the financial statements, including risk of material misstatement due to fraud and how it might occur by holding discussions with management and those charged with governance;

-

We enquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations;

-

Understanding the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; and

-

Discussions amongst the audit engagement team regarding how fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion we identified the following potential areas where fraud may occur: timing of revenue recognition and management override.

The audit response to risks identified included:

-

Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the relevant laws and regulations above;

-

Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risk of material misstatement due to fraud;

-

In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are reasonable and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' 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.

Mr. Desmond Kelly (F.C.A) (Senior Statutory Auditor)

for and on behalf of Cooper Parry Audit (Ireland) Limited

Statutory Auditor

36-38 Northland Row

Dungannon

Co. Tyrone

BT71 6AP

21 August 2025

TURNOVER

4

24,510,224

24,988,480

Cost of sales

(17,264,719

)

(20,046,524

)

GROSS PROFIT

7,245,505

4,941,956

Administrative expenses

(3,963,309

)

(3,088,088

)

3,282,196

1,853,868

Other operating income

47,847

19,018

OPERATING PROFIT

7

3,330,043

1,872,886

Finance income

39,029

11,640

3,369,072

1,884,526

Finance costs

8

(81,210

)

(132,024

)

PROFIT BEFORE TAXATION

3,287,862

1,752,502

Tax on profit

9

(803,966

)

(342,369

)

PROFIT FOR THE FINANCIAL YEAR

2,483,896

1,410,133

OTHER COMPREHENSIVE INCOME

FX translation differences

(26,758

)

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(26,758

)

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,457,138

1,410,133

Profit attributable to:

Owners of the parent

2,483,896

1,410,133

Total comprehensive income attributable to:

Owners of the parent

2,457,138

1,410,133

NON-CURRENT ASSETS

Intangible assets

12

1,878,000

2,086,000

Tangible assets

13

1,285,041

735,893

Investments

14

-

-

3,163,041

2,821,893

CURRENT ASSETS

Stocks

15

3,478,352

1,109,051

Receivables

16

6,868,399

6,847,482

Cash at bank and in hand

3,325,996

4,665,522

13,672,747

12,622,055

PAYABLES

Amounts falling due within one year

17

(3,912,923

)

(4,409,664

)

NET CURRENT ASSETS

9,759,824

8,212,391

TOTAL ASSETS LESS CURRENT LIABILITIES

12,922,865

11,034,284

PAYABLES

Amounts falling due after more than one year

18

(2,164,174

)

(3,406,695

)

PROVISIONS FOR LIABILITIES

21

(673,964

)

-

NET ASSETS

10,084,727

7,627,589

RESERVES

Share premium

23

3,000,000

3,000,000

Retained earnings

23

7,084,727

4,627,589

SHAREHOLDERS' FUNDS

10,084,727

7,627,589

The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2025 and were signed on its behalf by:

P Scullion - Director

M Scullion - Director

NON-CURRENT ASSETS

Intangible assets

12

90,000

-

Tangible assets

13

873,401

408,047

Investments

14

3,000,000

3,000,892

3,963,401

3,408,939

CURRENT ASSETS

Stocks

15

495,250

-

Receivables

16

3,778

-

Cash at bank

21,844

-

520,872

-

PAYABLES

Amounts falling due within one year

17

(505,058

)

(408,939

)

NET CURRENT ASSETS/(LIABILITIES)

15,814

(408,939

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,979,215

3,000,000

RESERVES

Share premium

3,000,000

3,000,000

Retained earnings

979,215

-

SHAREHOLDERS' FUNDS

3,979,215

3,000,000

Company's profit for the financial year

979,215

400,000

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

The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2025 and were signed on its behalf by:

P Scullion - Director

M Scullion - Director

Retained

Share

Total

earnings

premium

equity

£

£

£

Balance at 1 January 2023

3,617,456

3,000,000

6,617,456

Changes in equity

Dividends

(400,000

)

-

(400,000

)

Total comprehensive income

1,410,133

-

1,410,133

Balance at 31 December 2023

4,627,589

3,000,000

7,627,589

Changes in equity

Total comprehensive income

2,457,138

-

2,457,138

Balance at 31 December 2024

7,084,727

3,000,000

10,084,727

Retained

Share

Total

earnings

premium

equity

£

£

£

Balance at 1 January 2023

-

3,000,000

3,000,000

Changes in equity

Dividends

(400,000

)

-

(400,000

)

Total comprehensive income

400,000

-

400,000

Balance at 31 December 2023

-

3,000,000

3,000,000

Changes in equity

Total comprehensive income

979,215

-

979,215

Balance at 31 December 2024

979,215

3,000,000

3,979,215

Cash flows from operating activities

Cash generated from operations

1

79,654

2,006,046

Interest paid

(48,285

)

(110,834

)

Interest element of hire purchase payments paid

(32,925

)

(21,190

)

Tax paid

(353,468

)

(907,554

)

Net cash from operating activities

(355,024

)

966,468

Cash flows from investing activities

Purchase of intangible fixed assets

(100,000

)

-

Purchase of tangible fixed assets

(718,103

)

(335,099

)

Sale of tangible fixed assets

58,500

45,884

Interest received

39,029

11,640

Net cash from investing activities

(720,574

)

(277,575

)

Cash flows from financing activities

Loan repayments in year

(78,428

)

(203,452

)

HP repayments in year

(185,500

)

(124,428

)

Equity dividends paid

-

(400,000

)

Net cash from financing activities

(263,928

)

(727,880

)

Decrease in cash and cash equivalents

(1,339,526

)

(38,987

)

Cash and cash equivalents at beginning of year

2

4,665,522

4,704,509

Cash and cash equivalents at end of year

2

3,325,996

4,665,522

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

2024

2023

£

£

Profit before taxation

3,287,862

1,752,502

Depreciation charges

459,723

411,288

(Profit)/loss on disposal of fixed assets

(15,435

)

9,818

Finance costs

81,210

132,024

Finance income

(39,029

)

(11,640

)

3,774,331

2,293,992

Increase in stocks

(2,369,301

)

(514,047

)

Increase in trade and other debtors

(20,917

)

(3,289,961

)

(Decrease)/increase in trade and other creditors

(1,304,459

)

3,516,062

Cash generated from operations

79,654

2,006,046

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

3,325,996

4,665,522

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

4,665,522

4,704,509

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

4,665,522

(1,339,526

)

3,325,996

4,665,522

(1,339,526

)

3,325,996

Debt

Finance leases

(97,169

)

(85,630

)

(182,799

)

Debts falling due within 1 year

(75,398

)

(8,327

)

(83,725

)

Debts falling due after 1 year

(159,566

)

86,760

(72,806

)

(332,133

)

(7,197

)

(339,330

)

Total

4,333,389

(1,346,723

)

2,986,666

1.	STATUTORY INFORMATION

Oakleaf Europe (Holdings) Ltd is a private company, limited by shares , registered in Northern Ireland. The company's registered number and registered office address can be found on the General Information page.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The accounts are prepared on a going concern basis under the historical cost convention modified when necessary to include the revaluation of certain fixed assets.

The following accounting policies have been applied consistently in dealing with items which are

considered material in relation to the group's financial statements.

The financial statements are prepared in sterling (£), which is the functional currency of the entity.

Basis of consolidation

The group financial statements consolidate the financial statements of Oakleaf Europe (Holdings) Ltd and all its subsidiary undertakings drawn up to 31st December each year. No profit and loss account is presented for Oakleaf Europe (Holdings) Ltd as permitted by section 408 of the Companies Act 2006.

The companies combining to form the Group in the year were:

Oakleaf Contracts (Europe) Limited

Oakleaf Contracts Ireland Limited

Oakleaf Fit-Out Limited

Oakleaf Contracts (Denmark) ApS

Significant judgements and estimates

In the application of the group's accounting policies, the directors are required to make

judgements, estimates and assumptions about the carrying amounts 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 if the revision

affects only that period, or in the period of the revision and future periods if the revision affects

both current and future periods.

Critical judgements in applying the company's accounting policies

During the current year the director believes he has not made any critical judgements in the

process of applying the group's accounting policies that have a significant effect on the amounts recognised in the financial statements.

Key sources of estimation uncertainty

During the current and preceding financial years the director believes there are no key sources of

estimation uncertainty that have a significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year.

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the

group and the revenue can be reliably measured. Revenue is measured as the fair value of the

consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods:

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the significant risks and rewards of ownership have been transferred to the buyer;

- the group retains no continuing involvement or control over the goods;

- the amount of revenue can be measured reliably;

- it is probable that future economic benefits will flow through the group;

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is recognised in customer receipt.

Rendering of services and contracting:

Revenue from a contract to provide services is recognised in the period in which the services are

provided in accordance with the stage of completion of the contract when all of the following

conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the group will receive consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured

reliably, and;

- the costs incurred and the costs to complete the contract can be measured reliably.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2018, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of ten years.