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

The principal activities of the company during the year was that of a holding company, and of the group were both building and civil engineering, acting as a specialist subcontractor in concrete frames.

This year has seen a backlog of work due to the Building Safety Act 2022 (BSA) which covers higher-risk buildings, e.g. residential. Whilst the business is not solely dependent on residential contracts it has meant a slower than usual performance due to the reduced number of contracts which have passed the BSA. The level of activity seen in the year is still not at the pre-covid levels. As the business entered the year, it was confident at winning work which would not be hampered by the BSA and the business was successful at winning these tenders. Work has been gained with a number of clients which were high rise hotels, Premier Inn and Dakota being examples. The business won the Whaley Bridge Reservoir contract with Kier, where Kier had not been a client for several years. These contracts helped the business to provide contribution to the fixed costs of the business as we addressed the concern about the impact of the change in Government legislation with the BSA which was introduced in April 2024. Contracts mentioned above has certainly help the business to maintain profitability and bridged some of the gap whilst residential projects are being deferred until late 2025, early 2026.

Whilst the deferment of residential contracts reduced our revenues versus what we had originally forecast, it hasn’t impacted profitability as a credible result has been achieved in the year with double digit percentage points versus prior year for profit before tax.

From a labour perspective, the availability of labour has not been an issue. The levels of activity has meant the business has had to be flexible and reduce labour for periods of time as it saw fit. The business recognises balancing the labour and cost with fluctuations in work volume is key for its financial stability.

During the year the level of enquiries received remained relatively buoyant however, it was clear that the number of tenders submitted were down due to the impact of the backlog of the BSA and contracts being signed off. Whilst the work is there, the timing of it coming through has hampered the level of contracts coming through to not just Heyrod but the construction sector as a whole. As a business some of the enquires it was not feasible to be submitting tenders due to the scarcity in the market, the business was not prepared to run contracts with significant reduced margins. The benefit of owning equipment and assets has meant the business has been in a fortunate position that it is not haemorrhaging money.

Success with key projects such as the work done for Kier with Whalley Bridge Reservoir has once again reinforced the Heyrod success story of being close to key clients which has undoubtedly helped the business in securing work in a competitive market.

The business is confident that it’s revenues will increase in financial year 2025 but only marginally since the deferment of building contracts has meant the deferment of work which would have materialised in 2024 and 2025 will slowly start to materialise towards the end of 2025, early 2026. The pending changes in the Autumn budget has a mixed impact on building contractors, with increased costs from higher National Insurance Contributions and minimum wage potentially hurting profitability, offset somewhat by a larger Employment Allowance and a £3bn investment in SME builders. The budget also introduces potential challenges like uncertainty over future infrastructure plans, and possible difficulties with recruitment due to higher labour costs

The business will continue with the philosophy of keeping close to our clients and maintaining the motto of 'a client today is a client tomorrow'. The service provided will be from concept to completion. By having an open and honest relationship with clients and declaring the risk at the outset of the contract, clients are prepared to proceed with a considered understanding of the risk. Mutual confidence and trust are essential to healthy and successful relationship.

It remains our intention to diversify within the construction industry without diluting our commitment to our core activities. We will continue with the provision of new apprenticeships in our core activities which will pay dividends for the future. We still see opportunities within the industry which will evolve with time and believe we are well prepared to realize these prospects as and when they come to the market.

In summary, we are looking forward to the forthcoming financial year with confidence combined a small degree of trepidation. We will be vigilant to the potential changes that may be ahead considering the current prevailing economic and political circumstances.

The main risks arising from the group's financial instruments can be analysed as follows:-

Credit risk

The group's principal financial assets are bank balances, cash and trade debtors, which represent the company's maximum exposure to credit risk in relation to financial assets.

The group's credit risk is primarily attributable to its trade debtors and amounts recoverable on contracts. Credit risk is managed by monitoring the aggregate amount and duration of exposure to any one customer depending upon their credit rating. The amounts presented in the statement of financial position are net of allowances for doubtful debts, estimated by the group's management based on prior experience and their assessment of the current economic environment.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

Liquidity risk

The group has a significant amount of cash on hand and on deposit and therefore has no significant liquidity risk in the foreseeable future.

Environmental issues

The group's policy with regard to the environment is to ensure that they understand and effectively manage the actual and potential environmental impact of their activities. Operations are conducted in such a way that the group complies with all legal requirements relating to the environment in all areas where they carry out their business. During the period covered by this report the group has not incurred any fines or penalties or been investigated for any breach of environmental regulations.

Workforce

The biggest concern we have for the future relates to whether the current labour market can meet the needs of the future developments, and with the lack of investment in our sector to provide apprenticeships this situation will prevail. There is a complete lack of responsibility in the provision of opportunities for new entrants of indigenous people to come into the industry. This disregard is shared by many who are involved in the process from the local authorities through to the developers into the supply chain.

Competition

Whilst there is increased competition within the North West area companies coming from the South and other adjacent counties, we still believe that we are well placed to take on the majority of the works within the Manchester, Liverpool and Salford conurbations. Whilst residential developments will take up the majority of our revenue, there are signs that other sectors are coming into play which will provide a more balanced portfolio. It is still our opinion that whilst Brexit must have created some uncertainty within the UK economy, there is still a great deal of confidence by developers to proceed with work in the North West, which will provide a steady and increasing level of revenue over the next few years.

The key performance indicators used by the directors are:

i) Health & Safety reportable Accident Frequency Rate (AFR)

ii) Net profit percentage

iii) Annual sales growth

There are signs that the market is beginning to become more stable, and this will give us more confidence to rebuild the business by increasing revenue and profit. There will continue to be a degree of volatility until energy costs can be controlled, with the risk of these costs being shared by the various parties to facilitate the delivery of developments. By having an open and honest relationship with Clients and declaring the risk at the outset of the contract, Clients are prepared to proceed with a considered understanding of the risk. Mutual confidence and trust are essential to healthy and successful relationships.

It remains our intention to diversify within the construction industry without diluting our commitment to our core activities. We will continue with the provision of new apprenticeships in our core activities which will pay dividends for the future. We still see opportunities within the industry which will evolve with time and believe we are well prepared to realise these prospects as and when they come to the market.

Throughout financial period to 31 March 2025, the directors have complied with the requirements of Section 172 of the Companies Act 2006, in promoting the long-term success of the Group for the benefit of all stakeholders. The following disclosure describes how the directors have had regard to the matters set out in section 172(1)(a) to (f) and forms the directors' statement required under section 414CZA of The Companies Act 2006.

The Directors give careful consideration to the factors set out above in discharging their duties under section 172. The stakeholders we consider in this regard are the people who work for us, buy from us, supply to us, own us, regulate us and live in the societies we serve and the planet we inhabit. The Board recognises that building strong relationships with our stakeholders will help us deliver our strategy in line with our long term values, and operate the business in a sustainable way. The board is committed to effective engagement with all of its stakeholders.

The Board hold monthly meetings and receive reports from management on issues concerning customers, the environment, communities, suppliers, employees, regulators, governments and investors, which it takes into account in its discussions and its decision-making process under section 172.

On behalf of the board

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

The principal activity of the company and group continued to be that of building and civil engineering, acting as a specialist sub-contractor in concrete frames.

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

The auditor, DJH Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

During the year ended 31 March 2025, the Group reported the following in respect of Group energy use:

The figures are based on actual energy consumed across Heyrod Construction’s multiple buildings.

The company will continue to focus on energy reduction and efficiency projects in 2026 and beyond and where it makes sense, both environmentally and financially will adopt best practice in driving improvements in the areas of sustainability and environmental performance.

The Group has elected to exclude from the above information relating to subsidiaries which would not themselves be obliged to report information on energy and carbon in their own financial statements.

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.

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.

We have audited the financial statements of Heyrod Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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' report 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.

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 identified material misstatements in the strategic report or the directors' report.

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.

As explained more fully in the directors' responsibilities statement, 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.

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.

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

As part of our planning process

• We obtained an understanding of the legal and regulatory frameworks applicable to the group. We determined that the following were most relevant: FRS 102, Companies Act 2006, Health & Safety at Work 1974, Construction (Design and Management) Regulations 2015 and General Data Protection Regulations (GDPR).    

• We considered the incentives and opportunities that exist in the group, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.    

• Using our knowledge of the group, together with the discussions held with the group at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.    

• We enquired of management the systems and controls the group has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The group did not inform us of any known, suspected or alleged fraud.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries, in particular those that were significant and unusual.    

• Performing walkthrough tests of sales and purchases to ensure that appropriate controls and segregation of duties are in place.    

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.    

• Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to the calculation of depreciation, lease categorisation, level of inventory provision and the valuation of work in progress.    

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations in particular those that are central to the entities ability to continue in operation.    

• Testing key revenue lines for evidence of management bias.    

• Performing a physical verification of key assets, including work in progress.    

• Obtaining third-party confirmation of material bank and loan balances.    

• Documenting and verifying all significant related party balances and transactions.    

• Reviewing all material consolidation journals.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors of the entity.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £638,459 (2024 - £136,719 profit).

Heyrod Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Albion Works, Clowes Street, Chadderton, Oldham, OL9 7LY.

The group consists of Heyrod Holdings Ltd and all of its subsidiaries.

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 amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The parent 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;

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

In the parent company financial statements, the 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. Investments 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.

The consolidated group financial statements consist of the financial statements of the parent company Heyrod Holdings Ltd 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 group.

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

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

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 statement of financial position 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.

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.

Turnover represents certified amounts for construction services, excluding value added tax, adjusted for work in progress at the year end.

Contracts are assessed on an individual basis and reflected in the income statement by recording turnover and related costs as contract activity progresses. Where it is considered that the outcome of contracts can be assessed with reasonable certainty before its conclusion, the attributable profit is recognised in the income statement as the difference between the reported turnover and the related costs of that contract.

Amounts recoverable on contracts represents excess value of work carried out (which has been recorded as revenue) over cumulative payments on account.

Amounts recoverable on contracts, which is included within receivables, is valued at the quantity surveyors' valuation of work done to date, less the amount of cash received and specific provisions. Turnover and related costs are recorded as contract activity progresses. Full provision is made for losses on all contracts in the period in which such losses are first foreseen. Profits on short term contracts are recognised only when the contract is substantially complete and the final outcome is reasonably certain. For long term contracts an appropriate proportion of the anticipated profit is recognised reflecting the work carried out to the statement of financial position date and when the final outcome is reasonably certain.

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 10 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.

Negative goodwill represents the excess of the fair value of net assets acquired on consolidation of a subsidiary which was previously deemed an associate over the cost of acquisition of a controlling share of voting rights. The grant of the additional control constituted a gift, and therefore the cost of acquisition is deemed to be nil. Negative goodwill is amortised in full in the year in which it was acquired.

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:

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 income statement.

Equity investments 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.

In 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 group’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 company 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.

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.

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.

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.

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 statement of financial position 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, 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 method 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, 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.

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.

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.

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, 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 payments 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.

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 through 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.

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

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.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 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 income statement, 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.

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.

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

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 leased asset are consumed.

In the application of the company's and the group's accounting policies, the directors are required to make estimates and judgements. The estimates are based on historical experience and other relevant factors. Actual results may differ from these estimates.

The estimates are continually evaluated. Revisions to accounting estimates are recognised in the period in which the estimate is revised.

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

Estimating the useful economic life of an asset and the anticipated residual value are considered a key judgement in calculating an appropriate depreciation charge.

In categorising leases as finance or operating leases, the directors make judgements as to whether significant risks and rewards of ownership have transferred to the company as lessee.

Making judgement based on historical experience on the level of provision required for impairment of inventories. Further information received after the statement of financial position date may impact on the level of provision required.

Determining the expected outcome of long-term contracts prior to their conclusion, the amounts recoverable, and calculating the attributable profit that should be recognised in a manner appropriate to the stage of completion are considered key estimates.

All turnover is generated in the United Kingdom and is attributable to the principal activity of the group.

As the company does not trade, audit fees for the company are borne by the trading subsidiary.

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

Their aggregate remuneration comprised:

The actual 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:

Included in the cost of land and buildings is freehold land of £1,407,650 (2024: £1,407,650) which is not depreciated.

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

*held via UKS Holdings Limited

**subsidiary by way of overall control of voting rights through agreement with other members

Details of associates at 31 March 2025 are as follows:

The bank loan is secured by way of a fixed charge over the land and buildings at Dunsley Mill.

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

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

As at 31 March 2025, an amount of £2,380 (2024: £24,107) was owed in respect of defined contribution pension contributions.

Non-distributable reserve arising on incorporation through share for share exchange, representing the difference between consideration paid and the book value of net assets acquired.

All other distributable, accumulated profits or losses.

On 1 April 2024 the group acquired a controlling share of voting rights of Heyrod Communications Limited through agreement with other members.

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:

During the year the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The below balance is unsecured, interest-free and repayable on demand. The maximum overdrawn balance during 2025 was £39,261 (2024: £38,619), and no individual advances were considered material (2024: none).

The group is under the ultimate control of P F Gillespie due to its controlling interest in the issued share capital of the ultimate parent company, Heyrod Holdings Ltd.