REGISTERED NUMBER: 12513051 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 March 2025

for

JPP Group Holdings Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

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

DIRECTORS:

J Pitman

Mrs Z Pitman

SECRETARY:

Mrs Z Pitman

REGISTERED OFFICE:

Sarnia House

Green Lane

Tewkesbury

Gloucestershire

GL20 8HD

REGISTERED NUMBER:

12513051 (England and Wales)

AUDITORS:

Morley & Co (UK) Ltd

Statutory Auditor, Chartered Certified Accountants

2 Cricklade Court

Old Town

Swindon

Wiltshire

SN1 3EY

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

REVIEW OF BUSINESS

The principal interests of the group during the year was the provision of commercial building envelopes, temperature control, clean rooms and 3rd party accredited firewall and passive fire construction solutions. The group prides itself on constantly developing its processes in order to provide the best possible service to its clients.

While the year presented significant challenges leading to a downturn in project execution, revenue (down to £29.6m from £41.9m in 2024) and gross profit margin (down to 22.22% from 27.25% in 2024), these issues are largely attributable to external and operational factors in the Data Centre construction sector, with large projects being deferred or delayed due to the rate of change in the wider data/ tech marketplace. We anticipate a recovery in the coming year as market conditions evolve, internal adaptations take effect and deferred and delayed projects come back online. This analysis underscores our resilience and positions the group for future growth.

The directors are satisfied with the performance of the group in the year under review with targets for key performance indicators including gross profit margins and safety records having been met.

The group is continuing to invest, including in new electric and hybrid vehicles and other equipment in order to prepare for the future and also in its staffing to enable the group to continue to grow in both size and nature.

At the year end date the group had a strong order book in to 2026 and beyond, healthy cash balances at £7.9m, a strong working capital position and supplier relationships and shareholder funds of £12.7m all of which set the group up well to trade successfully in 2026 and beyond.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's directors meet on a regular basis to evaluate the group's principal risks and uncertainties.

The group is reliant on its ability to provide a high quality, cost effective service within the insulated construction industry to both retain existing customers and attract new business. The Directors believe that the group will continue to successfully provide this service within the industry.

The position of the UK economy is also considered a risk. Inflation is running at 3% and the cost of finance for capital projects is lower than in previous years however there continues to be skilled labour shortages which weigh on the construction sector, however the directors feel that the group is well placed to manage these risks and to continue trading successfully well in to the future.

The financial year 2025 tested our adaptability in the face of external pressures, but it has also refined our strategic focus. By addressing planning, power, and design challenges head-on, we are better equipped for the opportunities ahead. The board and management remain committed to delivering value to stakeholders, with a clear path to recovery and expansion in 2026. We recommend continued monitoring of market dynamics and agile resource allocation to ensure sustained success.

ON BEHALF OF THE BOARD:

J Pitman - Director

12 January 2026

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

CHANGE OF NAME

The group passed a special resolution on 30 January 2025 changing its name from Cold Clad Group Ltd to JPP Group Holdings Ltd.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of providing commercial building envelope and fire wall construction solutions.

DIVIDENDS

Interim dividends per share were paid as follows:

Ordinary A Shares

£787

- 05/04/2024

Ordinary B Shares

£1,920

- 05/04/2024

Ordinary A Shares

£1,467

- 06/04/2024

Ordinary B Shares

£4,400

- 06/04/2024

The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 March 2025 will be £327,000.

DIRECTORS

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

J Pitman

Mrs Z Pitman

POLITICAL DONATIONS AND EXPENDITURE

The company made no political donations during the current or previous year.

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). 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Morley & Co (UK) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J Pitman - Director

12 January 2026

Opinion

We have audited the financial statements of JPP Group 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 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 pages four and five, 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.

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

a. The nature of the industry and sector, control environment and business performance including the design of the company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;

b. Enquiring of management, including obtaining and reviewing supporting documentation, concerning the company's policies and procedures relating to:

b.i. Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

b.ii. Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

b.iii. The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

b.iv. Obtaining an understanding of the legal and regulatory frameworks that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements, such as provisions of the UK Companies Act, pensions legislation and tax legislation or that had a fundamental effect on the operations of the company, General Data Protection requirements and Anti-bribery and corruption policy.

In common with all audits under ISAs (UK), we are required to perform specific procedures to respond to the risk of management override. Our procedures to respond to risks identified included the following:

a. Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

b. Enquiring of management concerning actual and potential litigation and claims;

c. Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and

d. Reading minutes of meetings of those charged with governance and correspondence with regulators.

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

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Paul King FCCA (Senior Statutory Auditor)

for and on behalf of Morley & Co (UK) Ltd

Statutory Auditor, Chartered Certified Accountants

2 Cricklade Court

Old Town

Swindon

Wiltshire

SN1 3EY

12 January 2026

TURNOVER

29,683,617

41,972,099

Cost of sales

23,081,690

30,533,076

GROSS PROFIT

6,601,927

11,439,023

Administrative expenses

5,887,775

6,422,880

714,152

5,016,143

Other operating income

56,358

41,137

OPERATING PROFIT

4

770,510

5,057,280

Interest receivable and similar income

223,172

91,468

993,682

5,148,748

Interest payable and similar expenses

5

22,024

355

PROFIT BEFORE TAXATION

971,658

5,148,393

Tax on profit

6

246,383

1,268,877

PROFIT FOR THE FINANCIAL YEAR

725,275

3,879,516

Profit attributable to:

Owners of the parent

725,275

3,879,516

PROFIT FOR THE YEAR

725,275

3,879,516

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

725,275

3,879,516

Total comprehensive income attributable to:

Owners of the parent

725,275

3,879,516

FIXED ASSETS

Tangible assets

9

2,268,797

2,343,655

Investments

10

Interest in associate

49

49

Other investments

100

-

Investment property

11

752,390

752,390

3,021,336

3,096,094

CURRENT ASSETS

Stocks

12

52,590

42,222

Debtors

13

6,596,075

10,355,529

Cash at bank and in hand

7,908,546

7,095,908

14,557,211

17,493,659

CREDITORS

Amounts falling due within one year

14

4,650,482

8,037,153

NET CURRENT ASSETS

9,906,729

9,456,506

TOTAL ASSETS LESS CURRENT LIABILITIES

12,928,065

12,552,600

PROVISIONS FOR LIABILITIES

16

218,385

241,195

NET ASSETS

12,709,680

12,311,405

CAPITAL AND RESERVES

Called up share capital

17

100

100

Retained earnings

18

12,709,580

12,311,305

SHAREHOLDERS' FUNDS

12,709,680

12,311,405

The financial statements were approved by the Board of Directors and authorised for issue on 12 January 2026 and were signed on its behalf by:

J Pitman - Director

FIXED ASSETS

Tangible assets

9

1,251,120

1,274,935

Investments

10

200

100

Investment property

11

752,390

752,390

2,003,710

2,027,425

CURRENT ASSETS

Debtors

13

347,137

415,691

Cash at bank

4,084,164

2,214,987

4,431,301

2,630,678

CREDITORS

Amounts falling due within one year

14

64,698

10,441

NET CURRENT ASSETS

4,366,603

2,620,237

TOTAL ASSETS LESS CURRENT LIABILITIES

6,370,313

4,647,662

PROVISIONS FOR LIABILITIES

16

50,690

56,403

NET ASSETS

6,319,623

4,591,259

CAPITAL AND RESERVES

Called up share capital

17

100

100

Retained earnings

18

6,319,523

4,591,159

SHAREHOLDERS' FUNDS

6,319,623

4,591,259

Company's profit for the financial year

2,055,364

1,861,229

The financial statements were approved by the Board of Directors and authorised for issue on 12 January 2026 and were signed on its behalf by:

J Pitman - Director

Called up

Fair

share

Retained

value

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2023

100

8,620,539

71,250

8,691,889

Changes in equity

Dividends

-

(260,000

)

-

(260,000

)

Total comprehensive income

-

3,950,766

(71,250

)

3,879,516

Balance at 31 March 2024

100

12,311,305

-

12,311,405

Changes in equity

Dividends

-

(327,000

)

-

(327,000

)

Total comprehensive income

-

725,275

-

725,275

Balance at 31 March 2025

100

12,709,580

-

12,709,680

Called up

Fair

share

Retained

value

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2023

100

2,918,680

71,250

2,990,030

Changes in equity

Dividends

-

(260,000

)

-

(260,000

)

Total comprehensive income

-

1,932,479

(71,250

)

1,861,229

Balance at 31 March 2024

100

4,591,159

-

4,591,259

Changes in equity

Dividends

-

(327,000

)

-

(327,000

)

Total comprehensive income

-

2,055,364

-

2,055,364

Balance at 31 March 2025

100

6,319,523

-

6,319,623

Cash flows from operating activities

Cash generated from operations

1

1,851,193

5,324,323

Interest paid

(22,024

)

(355

)

Tax paid

(684,462

)

(1,045,624

)

Net cash from operating activities

1,144,707

4,278,344

Cash flows from investing activities

Purchase of tangible fixed assets

(388,202

)

(592,706

)

Purchase of fixed asset investments

(100

)

-

Sale of tangible fixed assets

128,012

31,499

Interest received

223,172

91,468

Net cash from investing activities

(37,118

)

(469,739

)

Cash flows from financing activities

New group loans in year

(6,843

)

-

Amount introduced by directors

332,000

260,000

Amount withdrawn by directors

(293,108

)

(354,539

)

Equity dividends paid

(327,000

)

(260,000

)

Net cash from financing activities

(294,951

)

(354,539

)

Increase in cash and cash equivalents

812,638

3,454,066

Cash and cash equivalents at beginning of year

2

7,095,908

3,641,842

Cash and cash equivalents at end of year

2

7,908,546

7,095,908

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

2025

2024

£

£

Profit before taxation

971,658

5,148,393

Depreciation charges

345,737

393,846

Profit on disposal of fixed assets

(10,689

)

(1,336

)

(Increase)/Decrease in LTC WIP

3,086,235

(1,330,100

)

Finance costs

22,024

355

Finance income

(223,172

)

(91,468

)

4,191,793

4,119,690

(Increase)/decrease in stocks

(10,368

)

115,238

Decrease/(increase) in trade and other debtors

641,170

(595,961

)

(Decrease)/increase in trade and other creditors

(2,971,402

)

1,685,356

Cash generated from operations

1,851,193

5,324,323

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

7,908,546

7,095,908

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

7,095,908

3,641,842

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank and in hand

7,095,908

812,638

7,908,546

7,095,908

812,638

7,908,546

Total

7,095,908

812,638

7,908,546

1.	STATUTORY INFORMATION

JPP Group Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Functional and presentation currency

The company's functional and presentation currency is Pound Sterling (£)

Going Concern

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

Subsidiaries exempt from audit and accounts preparation

The following subsidiaries are exempt from the requirements of the UK Companies Act 2006 relating to the audit of the individual accounts by virtue of s480 of the Act:

s480 - Enso Construction Ltd (company number 16227087)

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and the entity controlled by the company, namely Cold Clad Ltd. Uniform accounting policies are adopted throughout the Group.

The subsidiary, Enso Construction Ltd, has been excluded from consolidation under s405 of the Companies Act 2006 as its inclusion is not material for the purpose of giving a true and fair view. This company is dormant.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:

Amounts recoverable on contract

Contract valuations are treated in the financial statements in accordance with FRS 102, section 23 for revenue. Treating contract valuations as long term contracts means that they are included in turnover in the period the work is undertaken and that the attributable profit element is recognised as the contract proceeds. The valuation is based on the sales value of the work undertaken to the balance sheet date. Foreseeable losses on contracts are accounted for as soon as they are recognised.

Based on the above policy, the following has been recognised:

2025

2024

£

£

Amounts recoverable on contract

1,773,439

4,859,674

Provision for purchases

723,510

94,079

Deferred Income

753,239

168,199

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

25% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

25% on reducing balance

Investments in subsidiaries and associates

Investments in subsidiary and associate undertakings are recognised at cost.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.