REGISTERED NUMBER: 13612105 (England and Wales)

Group Strategic Report, Report of the Director and

Consolidated Financial Statements for the Year Ended 31 March 2025

for

OVM Holdings Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTOR:

A Lewis

REGISTERED OFFICE:

19 Leyden Street

London

E1 7LE

REGISTERED NUMBER:

13612105 (England and Wales)

AUDITORS:

Granite Morgan Smith Limited

Chartered Certified Accountants and

Statutory Auditors

122 Feering Hill

Feering

Colchester

Essex

CO5 9PY

The director presents his strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

OVM Holdings Limited has invested in and now incorporates six separate trading entities and a number of nontrading interim holding companies. The group structure is that each trading entity is wholly owned by a standalone interim holding company (or in some cases two interim companies), which is in turn majority owned by OVM Holdings Limited. This minimises risk from an OVM Holdings Limited perspective and means that a poorly performing trading entity has no impact on any other trading entity. Each investment is funded on a standalone basis and any security given is for that investment alone. OVM Holdings Limited does not have any cross company guarantees in place and there are no cross guarantees in place between individual trading entities.

Operating results for the year and the financial position at the period end were considered strong by the director within the current climate of the global economy.

During the year turnover has increased from £68,021,514 to £88,675,296 mainly as a result of the full year impact of acquisitions made in the prior period.

Gross profit has increased from £16,968,707 to £24,100,155 with Gross margin increasing from 24.9% to 27.2%. This mainly reflects the full year impact of acquisitions made in prior period

The director takes a prudent view of the value of the investments and consolidated goodwill is currently written off over a ten year period. As the business has invested in six business over the past two years this write off is significant and in this period amounts to £2,463,064. Adopting this policy has meant that at the balance sheet date net liabilities are disclosed. The policy will be kept under review and potentially changes to reflect the net equity value of the underlying investments in future years.

EBITDA has increased from £4,646,052 to £7,550,287 in the year. All investments have generated positive EBITDA during the year.

PRINCIPAL RISKS AND UNCERTAINTIES

Currency risk

The trading entities can be exposed to foreign exchange risk as a number of them trade with suppliers who invoice in currencies other than the reporting currency. Some of the trading entities use forward currency contracts to manage their individual exposure to certain foreign currency exchange rates.

Credit risk

OVM Holdings Limited itself has no material third party liabilities. The credit risk of the trading entities and their interim holding companies is separately managed by the board of directors or each trading entity and its interim holding company/(ies).

Liquidity risk

OVM Holdings Limited has made long term investments into the six underlying investments and has no need of liquidity itself. The liquidity of the trading entities and their interim holding companies is separately managed by the board of directors or each trading entity and its interim holding company/(ies).

Key performance indicators

As far as business performance is concerned the director considers turnover, gross profit, gross profit margin and

EBITDA to be the key measures of financial performance. These are detailed in the fair review of the business. Additionally, each trading entity has its own non-financial KPIs against which its board of directors manage andassess performances.

SECTION 172(1) STATEMENT

During the year the director considers, both individually and collectively, that, in the decisions taken during the financial year, he has satisfied the requirements of s172(1) of the Companies Act 2006 in acting in the way he considers, in good faith, would be most likely to promote the success of the Company for the benefit of its' members as a whole and in doing so having regard to the stakeholders and matters outlined in s172(1).

Long term plan

OVM Holdings Limited is a long term investor and does not seek repayment of its loans made to the investee companies, until they have first repaid other debt and deferred consideration obligations. OVM Holdings Limited considers the interest of a range of stakeholders impacted by our businesses and recognises that valuable stakeholder engagement underpins our ability to achieve our purpose and strategic aim. Key stakeholder relationships are regularly reviewed, including how we engage with them and whether any improvements can be made. The key strategic decisions for OVM Holdings Limited, as a shareholder during the year relate to long term growth and the development of the investments.

Employees

OVM Holdings Limited encourages each of its investee businesses to attract, retain, develop and promote the best people through communication, inclusion, management and leadership, rewards and remuneration, training and development, teamwork, working conditions, values and behaviour.

Customer care

OVM Holdings Limited and each of its investee businesses understands that engagement, through listening, understanding and responding to customers and prospective customers, is critical to long term success. The directors of the individual trading entities regularly engage with customers and customer satisfaction surveys are undertaken from time to time.

Suppliers and other stakeholders

The success and reputation of each investee business is intrinsically linked to its relationship with its partners and suppliers. The directors of each trading entity seek to maintain and develop strong, open collaborative and positive relationship with their advisers, suppliers and subcontractors.

Shareholder and other stakeholders

As a privately owned business with one shareholder, the Director ensures that he understands and meets the objectives of the OVM Holdings Limited shareholder and reflects these where possible when developing the group's long-term plan.

The director of OVM Holdings Limited and the directors of the individual investee businesses, ensure that they maintain regular and open relationships and regularly hold updates

ON BEHALF OF THE BOARD:

A Lewis - Director

23 December 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of a holding company

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

DIRECTOR

A Lewis held office during the whole of the period from 1 April 2024 to the date of this report.

STREAMLINED ENERGY AND CARBON REPORTING

2025

2024

Energy consumption

kWh

kWh

Aggregate of energy consumption in the year

2,538,834

2,419,939

Emission of Co2 equivalent

2025

2024

metric tonnes

metric tonnes

Scope 1 - direct emissions

Gas combustion

320.34

262.30

Fuel consumed for owned transport

-

-

320.34

262.30

Scope 2 - indirect emissions

Electricity purchased

174.00

231.70

Scope 3 - other indirect emission

Fuel consumed for transport not owned by the group

-

-

Total gross emissions

494.34

494.00

Intensity ratio

Tonnes Co2 per full-time employee

5.31

6.1

Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes Co2 per full-time employee, the recommended ratio for the sector.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable 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 company will continue in business.

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Granite Morgan Smith Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A Lewis - Director

23 December 2025

Opinion

We have audited the financial statements of OVM Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 March 2025 and of the group's loss 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group Strategic Report and the Report of the Director 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 Report of the Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

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

In preparing the financial statements, the director is responsible for assessing the 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

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

. we identified the laws and regulations applicable to the company through discussions with director and other management, and from our commercial knowledge and experience of the range of sectors including timber products distribution, mailing and leaflet printing, sale of roof material and selling and installation of electrical products;

. we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation and data protection legislation;

. we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

. identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

. making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.

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

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

. performed analytical procedures to identify any unusual or unexpected relationships;.

. tested journal entries to identify unusual transactions;

. assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

. investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

. agreeing financial statement disclosures to underlying supporting documentation;

. enquiring of management as to actual and potential litigation and claims; and

. reviewing correspondence with HMRC and reviewing for evidence of correspondence with legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.

Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of director and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

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

Use of our report

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

Vincent Mark Mellett FCCA (Senior Statutory Auditor)

for and on behalf of Granite Morgan Smith Limited

Chartered Certified Accountants and

Statutory Auditors

122 Feering Hill

Feering

Colchester

Essex

CO5 9PY

23 December 2025

TURNOVER

3

88,675,296

68,021,514

Cost of sales

(64,575,141

)

(51,052,807

)

GROSS PROFIT

24,100,155

16,968,707

Distribution costs

(607,582

)

(607,612

)

Administrative expenses

(19,730,286

)

(14,939,783

)

3,762,287

1,421,312

Other operating income

241,957

59,420

OPERATING PROFIT

5

4,004,244

1,480,732

Interest receivable and similar income

194,809

2,772

4,199,053

1,483,504

Interest payable and similar expenses

6

(2,848,722

)

(1,276,065

)

PROFIT BEFORE TAXATION

1,350,331

207,439

Tax on profit

7

(1,929,446

)

(388,077

)

LOSS FOR THE FINANCIAL YEAR

(579,115

)

(180,638

)

Loss attributable to:

Owners of the parent

(1,126,427

)

(549,431

)

Non-controlling interests

547,312

368,793

(579,115

)

(180,638

)

LOSS FOR THE YEAR

(579,115

)

(180,638

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(579,115

)

(180,638

)

Note

Prior year adjustment

9

506,000

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(73,115

)

Total comprehensive income attributable to:

Owners of the parent

(620,427

)

(549,431

)

Non-controlling interests

547,312

368,793

(73,115

)

(180,638

)

FIXED ASSETS

Intangible assets

10

18,311,097

20,774,161

Tangible assets

11

3,641,193

3,453,356

Investments

12

-

-

21,952,290

24,227,517

CURRENT ASSETS

Stocks

13

6,876,477

6,020,325

Debtors

14

13,124,264

15,725,151

Cash at bank

5,164,019

5,961,244

25,164,760

27,706,720

CREDITORS

Amounts falling due within one year

15

22,948,915

21,645,902

NET CURRENT ASSETS

2,215,845

6,060,818

TOTAL ASSETS LESS CURRENT LIABILITIES

24,168,135

30,288,335

CREDITORS

Amounts falling due after more than one year

16

(24,175,492

)

(30,242,526

)

PROVISIONS FOR LIABILITIES

20

(567,167

)

(41,218

)

NET (LIABILITIES)/ASSETS

(574,524

)

4,591

CAPITAL AND RESERVES

Called up share capital

21

1

1

Retained earnings

22

(1,653,479

)

(527,052

)

SHAREHOLDERS' FUNDS

(1,653,478

)

(527,051

)

NON-CONTROLLING INTERESTS

1,078,954

531,642

TOTAL EQUITY

(574,524

)

4,591

The financial statements were approved by the director and authorised for issue on 23 December 2025 and were signed by:

A Lewis - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

4,002

4,002

4,002

4,002

CURRENT ASSETS

Debtors

14

1,332,831

1,189,167

CREDITORS

Amounts falling due within one year

15

1,206,586

1,104,002

NET CURRENT ASSETS

126,245

85,165

TOTAL ASSETS LESS CURRENT LIABILITIES

130,247

89,167

CAPITAL AND RESERVES

Called up share capital

21

1

1

Retained earnings

22

130,246

89,166

SHAREHOLDERS' FUNDS

130,247

89,167

Company's profit for the financial year

41,080

81,666

The financial statements were approved by the director and authorised for issue on 23 December 2025 and were signed by:

A Lewis - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 April 2023

1

22,379

22,380

162,849

185,229

Changes in equity

Total comprehensive income

-

(1,055,431

)

(1,055,431

)

368,793

(686,638

)

Balance at 31 March 2024

1

(1,033,052

)

(1,033,051

)

531,642

(501,409

)

Prior year adjustment

-

506,000

506,000

-

506,000

As restated

1

(527,052

)

(527,051

)

531,642

4,591

Changes in equity

Total comprehensive income

-

(1,126,427

)

(1,126,427

)

547,312

(579,115

)

Balance at 31 March 2025

1

(1,653,479

)

(1,653,478

)

1,078,954

(574,524

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

1

7,500

7,501

Changes in equity

Total comprehensive income

-

81,666

81,666

Balance at 31 March 2024

1

89,166

89,167

Changes in equity

Total comprehensive income

-

41,080

41,080

Balance at 31 March 2025

1

130,246

130,247

Cash flows from operating activities

Cash generated from operations

1

6,593,844

7,176,151

Interest paid

(2,707,290

)

(1,240,601

)

Interest element of hire purchase payments paid

(141,432

)

(35,464

)

Tax paid

(388,077

)

(320,576

)

Net cash from operating activities

3,357,045

5,579,510

Cash flows from investing activities

Purchase of intangible fixed assets

-

(10,760,496

)

Purchase of tangible fixed assets

(1,477,646

)

(1,860,935

)

Sale of tangible fixed assets

206,830

276,525

Interest received

194,809

2,772

Net cash from investing activities

(1,076,007

)

(12,342,134

)

Cash flows from financing activities

New loans in year

-

12,089,590

Loan repayments in year

(3,078,263

)

-

Net cash from financing activities

(3,078,263

)

12,089,590

(Decrease)/increase in cash and cash equivalents

(797,225

)

5,326,966

Cash and cash equivalents at beginning of year

2

5,961,244

634,278

Cash and cash equivalents at end of year

2

5,164,019

5,961,244

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

31.3.25

31.3.24

as restated

£

£

Profit before taxation

1,350,331

207,439

Depreciation charges

3,546,043

3,165,320

Finance costs

2,848,722

1,276,065

Finance income

(194,809

)

(2,772

)

7,550,287

4,646,052

(Increase)/decrease in stocks

(856,152

)

947,162

Decrease/(increase) in trade and other debtors

2,600,887

(6,600,567

)

(Decrease)/increase in trade and other creditors

(2,701,178

)

8,183,504

Cash generated from operations

6,593,844

7,176,151

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

5,164,019

5,961,244

Year ended 31 March 2024

31.3.24

1.4.23

as restated

£

£

Cash and cash equivalents

5,961,244

634,278

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank

5,961,244

(797,225

)

5,164,019

5,961,244

(797,225

)

5,164,019

Debt

Finance leases

(1,573,902

)

329,268

(1,244,634

)

Debts falling due within 1 year

(1,300,201

)

(27,161

)

(1,327,362

)

Debts falling due after 1 year

(12,039,852

)

1,772,603

(10,267,249

)

(14,913,955

)

2,074,710

(12,839,245

)

Total

(8,952,711

)

1,277,485

(7,675,226

)