REGISTERED NUMBER: 05488264 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 March 2025

for

CMS Holdings UK Ltd and its subsidiaries

Page

Company information

1

Group strategic report

2

to

3

Report of the directors

4

to

5

Report of the independent auditors

6

to

9

Consolidated profit and loss account

10

Consolidated balance sheet

11

Company balance sheet

12

Consolidated statement of changes in equity

13

Company statement of changes in equity

14

Consolidated cash flow statement

15

Notes to the consolidated cash flow statement

16

to

17

Notes to the consolidated financial statements

18

to

30

Directors:

P J Barrand

S Dunn

B M L Hoskyns-Abrahall

C J Manson

N J Smith

G Round

Registered office:

Tyne House

Temple Street

Gateshead

Tyne and Wear

NE10 0HN

Registered number:

05488264 (England and Wales)

Senior statutory auditor:

Emma Wilson

Auditors:

Moore Thompson

27 Market Place

Market Deeping

Peterborough

Cambridgeshire

PE6 8EA

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

Review of business

The directors are optimistic about further growth and improvements in 2025/26

Following an investment in the business by Newable Limited in April 2022 the group consists of Newable CMS Ltd (itself majority owned by Newable Capital Ltd and ultimately by Newable Partnership Ltd) CMS Holdings UK Ltd, Commercial Maintenance Services UK Ltd which is a commercial M&E services provider, and a utilities services company Advantage Utilities Services Ltd. The majority of the company's business is in the area of reactive and planned mechanical and electrical maintenance to the healthcare, retail, commercial and hospitality sectors.

The group have built a strong position being a market leader within their industry, where customers recognise the added value of our services. 2024/25 has been another year of growth for the business; turnover grew c.11.8% in 12 months; Profit Before Tax increased by c.46%, largely as a result of improvements in operating efficiency and a focus on more profitable contracts. The business gained significant new clients across the UK especially in the healthcare, commercial building and hospitality sectors, as well as continued growth in the nationwide Air Conditioning service team. CMS is rightfully recognised as an expert and reliable partner by their customers. Demand for CMS services has remained buoyant despite the well publicised concerns around the wider economy. In the past the business has proven to be largely recession proof - if new equipment isn't being installed then money has to be spent in maintaining older assets.

The Directors are satisfied to report a healthy profit before tax for the year.

Principal risks and uncertainties

The group has an established, structured approach to risk management. The group's activities expose it to a variety of financial risks, including effects of credit, liquidity and cash flow. It has adopted risk management policies that seek to mitigate these risks in a cost-effective manner.

Financial assets that expose the group to financial risk consist primarily of trade debtors and cash.

Financial liabilities that expose the group to financial risk consist principally of trade creditors, and following the Newable investment in April 2022 debt in the form of an CID facility, term loans and a mortgage.

Credit risk is the loss in the value of financial assets due to counterparties failing to meet all or part of their obligations. The group performs an ongoing credit evaluation of its customers' financial conditions.

Liquidity risk is the risk that the group does not have sufficient liquid assets to meet its obligations as they fall due.

Liquidity is maintained at a prudent level and there are measures in place to ensure there is an adequate liquidity buffer to cover contingencies. This is currently largely provided via the CID facility in place.

Operational risks, especially those surrounding the Health & Safety of our staff and clients are managed proactively by our internal SHEQ team and external advisors, as well as having comprehensive and continuous training package for all staff whether field based, office based or management.

Development and performance

Turnover, profits and cash flow are expected to improve during the 2025/26 financial year.

The group is UK based, and specialises in the providing of commercial M&E services, and utilities management.

We sustain this strong strategic positioning by offering customers a superior service, backed by our core principles: Reactiveness, Integrity, Care, Expertise. The group strategic positioning will be enhanced by the continued recruitment and development of talented people, fostering an innovative and entrepreneurial culture. We have dedicated management and sales resource into its core market sectors in order to be more agile as the industry evolves, as well as developing a range of complimentary services (including A/C, electric vehicle charge points and building management system services). We believe that having invested significantly in ensuring the group is fully staffed, we are now in a position to develop all areas of the group which will see increased revenues and positive cash flows being generated in the coming period.

Key performance indicators

The group's main financial aims continue to be that of profitability and cash generation. Turnover has increased 11.8% to £31,519,398 in the 12 months to 31 March 2025 and profit before tax increased 46% to £1,348,710.

It is expected that the company will build on the FY2025 performance in FY2026 as new and current clients respond to the quality of the service CMS can deliver nationwide 24/7.

On behalf of the board:

N J Smith - Director

17 December 2025

The directors present their 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 company and group continued to be that of the delivery of commercial mechanical services, nationwide, 24/7. Specialising in all hard services, particularly gas and plumbing infrastructure design installation and maintenance.

Dividends

The total distribution of dividends for the year ended 31 March 2025 will be £ 90,960 .

Directors

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

P J Barrand

S Dunn

B M L Hoskyns-Abrahall

C J Manson

N J Smith

Other changes in directors holding office are as follows:

G Round - appointed 5 March 2025

Statement of directors' responsibilities

The directors are responsible for preparing the Group strategic report, the Report of the directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 auditors, Moore Thompson, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

N J Smith - Director

17 December 2025

Opinion

We have audited the financial statements of CMS Holdings UK Ltd and its subsidiaries (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated profit and loss account, 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 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 Report of the directors, but does not include the financial statements and our Report of the auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group strategic report and the Report of the directors 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 directors 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 directors.

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

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

-	the parent company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Statement of directors' responsibilities 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 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:

Irregularities, including fraud are instances of non-compliance with laws and regulations. We design procedures in lines with our responsibilities, outlines above, to detect material misstatements in respect of irregularities, including fraud. 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-compliances 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 directors and other management, and from our commercial knowledge and experience of the client company's sector.

-

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.

-

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 journals entries to identify unusual transactions;

-

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;

-

reading the minutes of meetings of those charged with governance;

-

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

-

reviewing correspondence with HMRC and the company's 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 the directors and other management and the inspection of regulatory and legal correspondence, if any.

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

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Emma Wilson (Senior Statutory Auditor)

for and on behalf of Moore Thompson

27 Market Place

Market Deeping

Peterborough

Cambridgeshire

PE6 8EA

23 December 2025

Turnover

4

31,519,398

28,188,837

Cost of sales

22,873,243

21,092,880

Gross profit

8,646,155

7,095,957

Administrative expenses

6,863,189

6,039,431

1,782,966

1,056,526

Other operating income

7,500

2,977

Operating profit

6

1,790,466

1,059,503

Interest payable and similar expenses

8

441,756

135,916

Profit before taxation

1,348,710

923,587

Tax on profit

9

384,322

227,824

Profit for the financial year

964,388

695,763

Fixed assets

Intangible assets

12

-

-

Tangible assets

13

2,953,412

1,092,081

Investments

14

-

-

2,953,412

1,092,081

Current assets

Stocks

15

201,947

286,902

Debtors

16

11,961,345

11,390,000

Cash at bank and in hand

79,037

183,749

12,242,329

11,860,651

Creditors

Amounts falling due within one year

17

8,561,710

6,816,622

Net current assets

3,680,619

5,044,029

Total assets less current liabilities

6,634,031

6,136,110

Creditors

Amounts falling due after more than one year

18

(1,297,333

)

(1,760,000

)

Provisions for liabilities

22

(204,230

)

(117,070

)

Net assets

5,132,468

4,259,040

Capital and reserves

Called up share capital

23

111

111

Share premium

24

71,128

71,128

Retained earnings

24

4,717,056

3,889,275

Shareholders' funds

4,788,295

3,960,514

Non-controlling interests

344,173

298,526

Total equity

5,132,468

4,259,040

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2025 and were signed on its behalf by:

N J Smith - Director

Fixed assets

Intangible assets

12

-

-

Tangible assets

13

2,543,511

757,044

Investments

14

10,100

10,100

2,553,611

767,144

Current assets

Debtors

16

71,910

886,635

Cash at bank

15,725

11,656

87,635

898,291

Creditors

Amounts falling due within one year

17

1,474,466

523,773

Net current (liabilities)/assets

(1,386,831

)

374,518

Total assets less current liabilities

1,166,780

1,141,662

Creditors

Amounts falling due after more than one year

18

(209,000

)

(245,000

)

Provisions for liabilities

22

(102,245

)

(44,537

)

Net assets

855,535

852,125

Capital and reserves

Called up share capital

23

111

111

Share premium

24

71,128

71,128

Retained earnings

24

784,296

780,886

Shareholders' funds

855,535

852,125

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

3,410

(166,439

)

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2025 and were signed on its behalf by:

N J Smith - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2023

111

3,339,216

71,128

Changes in equity

Dividends

-

(110,960

)

-

Total comprehensive income

-

695,763

-

Non-controlling interests

-

(34,744

)

-

Balance at 31 March 2024

111

3,889,275

71,128

Changes in equity

Dividends

-

(90,960

)

-

Total comprehensive income

-

964,388

-

Non-controlling interests

-

(45,647

)

-

Balance at 31 March 2025

111

4,717,056

71,128

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 April 2023

3,410,455

263,782

3,674,237

Changes in equity

Dividends

(110,960

)

-

(110,960

)

Total comprehensive income

695,763

-

695,763

Non-controlling interests

(34,744

)

34,744

-

Balance at 31 March 2024

3,960,514

298,526

4,259,040

Changes in equity

Dividends

(90,960

)

-

(90,960

)

Total comprehensive income

964,388

-

964,388

Non-controlling interests

(45,647

)

45,647

-

Balance at 31 March 2025

4,788,295

344,173

5,132,468

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2023

111

947,325

71,128

1,018,564

Changes in equity

Total comprehensive income

-

(166,439

)

-

(166,439

)

Balance at 31 March 2024

111

780,886

71,128

852,125

Changes in equity

Total comprehensive income

-

3,410

-

3,410

Balance at 31 March 2025

111

784,296

71,128

855,535

Cash flows from operating activities

Cash generated from operations

1

2,276,987

363,124

Interest paid

(441,756

)

(135,916

)

Tax paid

(390,255

)

2,878

Net cash from operating activities

1,444,976

230,086

Cash flows from investing activities

Purchase of tangible fixed assets

(2,106,101

)

(254,932

)

Sale of tangible fixed assets

-

15,000

Net cash from investing activities

(2,106,101

)

(239,932

)

Cash flows from financing activities

Loan repayments in year

(43,000

)

(43,000

)

Amount introduced by directors

500,000

-

Equity dividends paid

(90,960

)

(110,960

)

Net cash from financing activities

366,040

(153,960

)

Decrease in cash and cash equivalents

(295,085

)

(163,806

)

Cash and cash equivalents at beginning of year

2

(1,718,451

)

(1,554,645

)

Cash and cash equivalents at end of year

2

(2,013,536

)

(1,718,451

)

1.	Reconciliation of profit before taxation to cash generated from operations

2025

2024

£

£

Profit before taxation

1,348,710

923,587

Depreciation charges

244,768

279,802

Profit on disposal of fixed assets

-

(15,000

)

-

151,396

Finance costs

441,756

135,916

2,035,234

1,475,701

Decrease/(increase) in stocks

84,955

(48,526

)

Increase in trade and other debtors

(571,345

)

(1,479,000

)

Increase in trade and other creditors

728,143

414,949

Cash generated from operations

2,276,987

363,124

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

79,037

183,749

Bank overdrafts

(2,092,573

)

(1,902,200

)

(2,013,536

)

(1,718,451

)

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

183,749

897,027

Bank overdrafts

(1,902,200

)

(2,451,672

)

(1,718,451

)

(1,554,645

)

3.	Analysis of changes in net debt

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank and in hand

183,749

(104,712

)

79,037

Bank overdrafts

(1,902,200

)

(190,373

)

(2,092,573

)

(1,718,451

)

(295,085

)

(2,013,536

)

Debt

Debts falling due within 1 year

(40,000

)

(419,667

)

(459,667

)

Debts falling due after 1 year

(1,760,000

)

462,667

(1,297,333

)

(1,800,000

)

43,000

(1,757,000

)

Total

(3,518,451

)

(252,085

)

(3,770,536

)