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REGISTERED NUMBER: 15609782 (England and Wales)

| EBW Holdings Limited |

| Group Strategic Report, |

| Report of the Directors and |

| Consolidated Financial Statements |

| for the Period 2 April 2024 to 30 April 2025 |

EBW Holdings Limited (Registered number: 15609782)

Contents of the Consolidated Financial Statements

for the Period 2 April 2024 to 30 April 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 3 |

Report of the Independent Auditors | 4 |

Consolidated Income Statement | 7 |

Consolidated Other Comprehensive Income | 8 |

Consolidated Balance Sheet | 9 |

Company Balance Sheet | 10 |

Consolidated Statement of Changes in Equity | 11 |

Company Statement of Changes in Equity | 12 |

Consolidated Cash Flow Statement | 13 |

Notes to the Consolidated Cash Flow Statement | 14 |

Notes to the Consolidated Financial Statements | 15 |

EBW Holdings Limited

Company Information

for the Period 2 April 2024 to 30 April 2025

| DIRECTORS: | P B Burns

| A W Weeds

| G P Mclean

| R A Davies

| REGISTERED OFFICE: | Westgate

| Aldridge

| Walsall

| West Midlands

| WS9 8DJ

| REGISTERED NUMBER: | 15609782 (England and Wales)

| AUDITORS: | TC Group

| Statutory Auditor

| Sterling House

| 97 Lichfield Street

| Tamworth

| Staffordshire

| B79 7QF

EBW Holdings Limited (Registered number: 15609782)

Group Strategic Report

for the Period 2 April 2024 to 30 April 2025

The directors present their strategic report of the company and the group for the period 2 April 2024 to 30 April 2025.

REVIEW OF BUSINESS

Following the successful MBO in June 2024, the new management team has continued to strengthen and build upon previous years.

PRINCIPAL RISKS AND UNCERTAINTIES

The group seeks to manage the uncertainty of future revenue streams by focusing on market leading service and maintaining strong relationships with key customers.

The group seeks to mitigate the effects of volatile metal prices by buying and forward selling against average prices reported.

The principal credit risk arises from trade debtors and is managed by credit referencing and robust procedures for the collection of monies due to the company.

KEY PERFORMANCE INDICATORS

| Year ended |

| 30 April 2025 |

Gross margin |  |  | 23.3% |

ON BEHALF OF THE BOARD:

P B Burns - Director

28 October 2025

EBW Holdings Limited (Registered number: 15609782)

Report of the Directors

for the Period 2 April 2024 to 30 April 2025

The directors present their report with the financial statements of the company and the group for the period 2 April 2024 to 30 April 2025.

INCORPORATION

The group was incorporated on 2 April 2024 .

PRINCIPAL ACTIVITY

The principal activity of the company is that of management of the group companies. The principal activity of the subsidiary companies continues to be that of steel, aluminium and steel tube stockholding, metal fabrication, bathroom and roofing material supplies.

DIVIDENDS

No dividends will be distributed for the period ended 30 April 2025.

DIRECTORS

The directors who have held office during the period from 2 April 2024 to the date of this report are as follows:

P B Burns - appointed 2 April 2024

A W Weeds - appointed 11 June 2024

G P Mclean - appointed 11 June 2024

R A Davies - appointed 11 June 2024

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

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 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, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P B Burns - Director

28 October 2025

Report of the Independent Auditors to the Members of

EBW Holdings Limited

Opinion

We have audited the financial statements of EBW Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 April 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 30 April 2025 and of the group's profit for the period 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.

Report of the Independent Auditors to the Members of

EBW Holdings Limited

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 three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Report of the Independent Auditors to the Members of

EBW Holdings Limited

Our approach was as follows:

- we identified areas of laws and regulations that could reasonably be expected to have a material effect on the

financial statements from our general commercial and sector experience, and through discussion with the directors

and other management (as required by auditing standards), and discussed with the directors and other

management the policies and procedures regarding compliance with laws and regulations;

- we considered the legal and regulatory frameworks directly applicable to the financial statements reporting

framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- we considered the nature of the industry, the control environment and business performance, including the key

drivers for management’s remuneration;

- we communicated identified laws and regulations throughout our team and remained alert to any indications of

non-compliance throughout the audit, also all areas where fraud might occur in the financial statements and how;

- we considered the procedures and controls that the company has established to address risks identified, or that

otherwise prevent, deter and detect fraud; and how senior management monitors these programmes and controls;

- we considered how the directors and management respond to risks of fraud and whether they have knowledge of

any actual, suspected or alleged fraud;

- we performed detailed analytical procedures to identify and unusual or unexpected relationships that may indicate

risks of material misstatement due to fraud;

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

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. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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.

Darren Barlow FCCA (Senior Statutory Auditor)

for and on behalf of TC Group

Statutory Auditor

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

28 October 2025

EBW Holdings Limited (Registered number: 15609782)

Consolidated Income Statement

for the Period 2 April 2024 to 30 April 2025

| Notes | £ |

| TURNOVER | 3 | 18,941,600 |  |

| Cost of sales | 14,523,995 |  |

| GROSS PROFIT | 4,417,605 |  |

| Administrative expenses | 3,837,667 |  |

579,938 |  |

| Other operating income | 15,130 |  |

| OPERATING PROFIT | 5 | 595,068 |  |

| Interest receivable and similar income | 4,112 |  |

599,180 |  |

| Amounts written off investments | 6 | 15,000 |  |

584,180 |  |

| Interest payable and similar expenses | 7 | 186,096 |  |

| PROFIT BEFORE TAXATION | 398,084 |  |

| Tax on profit | 8 | 157,442 |  |

| PROFIT FOR THE FINANCIAL PERIOD | 240,642 |  |

| Profit attributable to:

| Owners of the parent | 240,642 |  |

EBW Holdings Limited (Registered number: 15609782)

Consolidated Other Comprehensive Income

for the Period 2 April 2024 to 30 April 2025

| Notes | £ |

| PROFIT FOR THE PERIOD | 240,642 |  |

| OTHER COMPREHENSIVE INCOME | - |  |

| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 240,642 |  |

| Total comprehensive income attributable to:

| Owners of the parent | 240,642 |  |

EBW Holdings Limited (Registered number: 15609782)

Consolidated Balance Sheet

30 April 2025

| Notes | £ | £ |

| FIXED ASSETS

| Intangible assets | 10 | 1,718,303 |  |

| Tangible assets | 11 | 1,211,797 |  |

| Investments | 12 | - |  |

2,930,100 |  |

| CURRENT ASSETS

| Stocks | 13 | 2,415,300 |  |  |

| Debtors | 14 | 4,494,331 |  |  |

| Cash at bank and in hand | 465,685 |  |  |

7,375,316 |  |

| CREDITORS

| Amounts falling due within one year | 15 | 6,615,252 |  |

| NET CURRENT ASSETS | 760,064 |  |

| TOTAL ASSETS LESS CURRENT LIABILITIES | 3,690,164 |  |

| CREDITORS

| Amounts falling due after more than one year | 16 | (3,129,186 | ) |

| PROVISIONS FOR LIABILITIES | 19 | (220,336 | ) |

| NET ASSETS | 340,642 |  |

| CAPITAL AND RESERVES

| Called up share capital | 20 | 1,000 |  |

| Share premium | 21 | 99,000 |  |

| Retained earnings | 21 | 240,642 |  |

| SHAREHOLDERS' FUNDS | 340,642 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 28 October 2025 and were signed on its behalf by:

P B Burns - Director

EBW Holdings Limited (Registered number: 15609782)

Company Balance Sheet

30 April 2025

| Notes | £ | £ |

| FIXED ASSETS

| Intangible assets | 10 | - |  |

| Tangible assets | 11 | - |  |

| Investments | 12 | 3,000,000 |  |

3,000,000 |  |

| CURRENT ASSETS

| Debtors | 14 | 1,919 |  |  |

| Cash at bank | 265,693 |  |  |

267,612 |  |

| CREDITORS

| Amounts falling due within one year | 15 | 1,130,600 |  |

| NET CURRENT LIABILITIES | (862,988 | ) |

| TOTAL ASSETS LESS CURRENT LIABILITIES | 2,137,012 |  |

| CREDITORS

| Amounts falling due after more than one year | 16 | 2,035,699 |  |

| NET ASSETS | 101,313 |  |

| CAPITAL AND RESERVES

| Called up share capital | 20 | 1,000 |  |

| Share premium | 21 | 99,000 |  |

| Retained earnings | 21 | 1,313 |  |

| SHAREHOLDERS' FUNDS | 101,313 |  |

| Company's profit for the financial year | 1,313 |  |

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

The financial statements were approved by the Board of Directors and authorised for issue on 28 October 2025 and were signed on its behalf by:

P B Burns - Director

EBW Holdings Limited (Registered number: 15609782)

Consolidated Statement of Changes in Equity

for the Period 2 April 2024 to 30 April 2025

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Changes in equity

Issue of share capital | 1,000 |  | - |  | 99,000 |  | 100,000 |  |

Total comprehensive income | - |  | 240,642 |  | - |  | 240,642 |  |

Balance at 30 April 2025 | 1,000 |  | 240,642 |  | 99,000 |  | 340,642 |  |

EBW Holdings Limited (Registered number: 15609782)

Company Statement of Changes in Equity

for the Period 2 April 2024 to 30 April 2025

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Changes in equity

Issue of share capital | 1,000 |  | - |  | 99,000 |  | 100,000 |  |

Total comprehensive income | - |  | 1,313 |  | - |  | 1,313 |  |

Balance at 30 April 2025 | 1,000 |  | 1,313 |  | 99,000 |  | 101,313 |  |

EBW Holdings Limited (Registered number: 15609782)

Consolidated Cash Flow Statement

for the Period 2 April 2024 to 30 April 2025

| Notes | £ |

| Cash flows from operating activities

| Cash generated from operations | 1 | 845,497 |  |

| Interest paid | (184,937 | ) |

| Interest element of hire purchase or finance lease rental payments paid | (1,159 | ) |

| Tax paid | (1 | ) |

| Net cash from operating activities | 659,400 |  |

| Cash flows from investing activities

| Purchase of tangible fixed assets | (99,328 | ) |

| Sale of tangible fixed assets | 1,500 |  |

| Acquisition of subsidiaries | (581,535 | ) |

| Interest received | 4,112 |  |

| Net cash from investing activities | (675,251 | ) |

| Cash flows from financing activities

| New loans in year (close finance) | 1,764,482 |  |

| Loan repayments in year | (1,153,785 | ) |

| Vendor loan repayments in year | (110,000 | ) |

| Capital repayments in year | (79,161 | ) |

| Amount introduced by directors | 12,000 |  |

| Proceeds from issue of shares | 48,000 |  |

| Net cash from financing activities | 481,536 |  |

| Increase in cash and cash equivalents | 465,685 |  |

| Cash and cash equivalents at beginning of period | 2 | - |  |

| Cash and cash equivalents at end of period | 2 | 465,685 |  |

EBW Holdings Limited (Registered number: 15609782)

Notes to the Consolidated Cash Flow Statement

for the Period 2 April 2024 to 30 April 2025

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

£ |

| Profit before taxation | 398,084 |  |

| Depreciation charges | 455,375 |  |

| Profit on disposal of fixed assets | (619 | ) |

| Amounts written off investments | 15,000 |  |

| Government grants | (6,880 | ) |

| Finance costs | 186,096 |  |

| Finance income | (4,112 | ) |

1,042,944 |  |

| Decrease in stocks | 242,716 |  |

| Increase in trade and other debtors | (1,329,115 | ) |

| Increase in trade and other creditors | 888,952 |  |

| Cash generated from operations | 845,497 |  |

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:

| Period ended 30 April 2025

| 30.4.25 |  | 2.4.24

£ | £ |

| Cash and cash equivalents | 465,685 |  | - |  |

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 2.4.24 | Cash flow | At 30.4.25

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | - |  | 465,685 |  | 465,685 |  |

- |  | 465,685 |  | 465,685 |  |

| Debt

| Debts falling due within 1 year | - |  | (464,250 | ) | (464,250 | ) |

| Debts falling due after 1 year | - |  | (3,129,186 | ) | (3,129,186 | ) |

- |  | (3,593,436 | ) | (3,593,436 | ) |

| Total | - |  | (3,127,751 | ) | (3,127,751 | ) |

EBW Holdings Limited (Registered number: 15609782)

Notes to the Consolidated Financial Statements

for the Period 2 April 2024 to 30 April 2025

1. | STATUTORY INFORMATION

| EBW Holdings Limited 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.

| Basis of consolidation

| The consolidated profit and loss account and balance sheet include the financial statements of the company and its subsidiary undertakings made up to 30 April 2025. Where there are minority interests in subsidiary undertakings, only the group's share of post acquisition profits are reflected in the financial statements. The results of subsidiaries sold or acquired are included in the profit and loss account up to, or from the date control passes. Intra-group sales and profits are eliminated fully on consolidation.

| Significant judgements and estimates

| The group makes estimates and assumptions concerning the future. Management are also required to exercise judgement in the process of applying the group's accounting policies. 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 estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

| In preparing these financial statements, the directors have made the following judgements:

| - Determine whether leases entered into by the group either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis based on an evaluation of the terms and conditions of the arrangements, and accordingly whether the lease requires an asset and liability to be recognised in the statement of financial position.

| - A provision is recognised when the group has a present legal or constructive obligation as a result of a past event for which it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flow at a rate that reflects the time value of money and the risks specific to the liability.

| - Whether a present obligation is probable or not requires judgement. The nature and type of risks for these provisions differ and management's judgement is applied regarding the nature and extent of obligations in deciding if an outflow of resources is probable or not.

| - Sales ledger debt provisions. Management review debts on a case by case basis to highlight deviation from terms and therefore possible provision requirement.

| - Depreciation and residual values. Management have reviewed the asset lives and associated residual values of all fixed asset classes and concluded that they are appropriate.

| The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projects disposal values.

EBW Holdings Limited (Registered number: 15609782)

Notes to the Consolidated Financial Statements - continued

for the Period 2 April 2024 to 30 April 2025

2. | ACCOUNTING POLICIES - continued

| Turnover

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

| Product sales are recognised upon despatch of goods, rental income is recognised monthly in advance and management charges are recognised and invoiced monthly in arrears.

| Goodwill

| Goodwill, being the amount paid in connection with the acquisition of a business in 2025, is being amortised evenly over its estimated useful life of ten years.

| Intangible assets

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

| 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 | - | 20% on cost and 10% on cost

| Fixtures and fittings | - | 20% on cost and 10% on cost

| Motor vehicles | - | 25% on cost and 20% on cost

| Stocks

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

| Taxation

| Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

EBW Holdings Limited (Registered number: 15609782)

Notes to the Consolidated Financial Statements - continued

for the Period 2 April 2024 to 30 April 2025

3. | TURNOVER

| The turnover and profit before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by geographical market is given below:

£ |

| United Kingdom | 16,858,024 |  |

| Europe | 93,761 |  |

| Rest of World | 1,989,815 |  |

18,941,600 |  |

4. | EMPLOYEES AND DIRECTORS

£ |

| Wages and salaries | 2,670,125 |  |

| Social security costs | 5,129 |  |

| Other pension costs | 115,492 |  |

2,790,746 |  |

| The average number of employees during the period was as follows:

| Production | 24 |  |

| Sales and distribution | 13 |  |

| Management and administration | 22 |  |

59 |  |

£ |

| Directors' remuneration | 368,314 |  |

| Directors' pension contributions to money purchase schemes | 26,915 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 4 |  |

| Information regarding the highest paid director is as follows:

£ |

| Emoluments etc | 132,876 |  |

| Pension contributions to money purchase schemes | 7,508 |  |

5. | OPERATING PROFIT

| The operating profit is stated after charging/(crediting):

£ |

| Other operating leases | 434,500 |  |

| Depreciation - owned assets | 264,451 |  |

| Profit on disposal of fixed assets | (619 | ) |

| Goodwill amortisation | 190,923 |  |

| Auditors' remuneration | 40,537 |  |

6. | AMOUNTS WRITTEN OFF INVESTMENTS |

£ |

| Amounts w/o invs | 15,000 |  |

EBW Holdings Limited (Registered number: 15609782)

Notes to the Consolidated Financial Statements - continued

for the Period 2 April 2024 to 30 April 2025

7. | INTEREST PAYABLE AND SIMILAR EXPENSES |

£ |

| Bank interest | 146,760 |  |

| Interest payable | 38,177 |  |

| Hire purchase | 1,159 |  |

186,096 |  |

8. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the period was as follows:

£ |

| Current tax:

| UK corporation tax | 123,994 |  |

| Deferred tax | 33,448 |  |

| Tax on profit | 157,442 |  |

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

£ |

| Profit before tax | 398,084 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25 % | 99,521 |  |

| Effects of:

| Expenses not deductible for tax purposes | 56,415 |  |

| Depreciation in excess of capital allowances | 1,506 |  |

| Total tax charge | 157,442 |  |

9. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

10. | INTANGIBLE FIXED ASSETS

| Group

| Goodwill

£ |

| COST

| Additions | 1,909,226 |  |

| At 30 April 2025 | 1,909,226 |  |

| AMORTISATION

| Amortisation for period | 190,923 |  |

| At 30 April 2025 | 190,923 |  |

| NET BOOK VALUE

| At 30 April 2025 | 1,718,303 |  |

EBW Holdings Limited (Registered number: 15609782)

Notes to the Consolidated Financial Statements - continued

for the Period 2 April 2024 to 30 April 2025

10. | INTANGIBLE FIXED ASSETS - continued

| Group

| During the period, the company acquired the entire share capital of EB Watts Limited and its subsidiary companies. The assets were acquired at an agreed value, with the balance of consideration, subject to future performance and profitability, treated as goodwill.

| Goodwill is calculated as follows:-

|  | Book value |  | Fair value |  |

| £ |  | £ |  |

| Net assets acquired |  |

| Tangible fixed assets |  | 1,377,801 |  | 1,377,801 |  |

| Stock |  | 2,658,016 |  | 2,658,016 |  |

| Debtors |  | 3,165,216 |  | 3,165,216 |  |

| Cash |  | 265 |  | 265 |  |

| Creditors |  | (5,923,636 | ) | (5,923,636 | ) |

| Deferred tax provision |  | (186,888 | ) | (186,888 | ) |

|  | 1,090,774 |  | 1,090,774 |  |

| Cost of acquisition |  | £ |  |

| Ordinary shares in share for share exchange (fair value) |  |  | 100,000 |  |

| Cash |  |  | 581,535 |  |

| Deferred consideration |  |  | 2,318,465 |  |

|  | 3,000,000 |  |

| Goodwill arising on consolidation |  |  | 1,909,226 |  |

|  | =========== |  |

11. | TANGIBLE FIXED ASSETS

| Group

| Fixtures

| Short |  | Plant and |  | and

| leasehold |  | machinery |  | fittings

£ | £ | £ |

| COST

| Additions | 39,696 |  | 40,050 |  | 15,904 |  |

| Disposals | - |  | (1,211,645 | ) | (419,117 | ) |

| Reclassification/transfer | - |  | 3,447,343 |  | 845,159 |  |

| At 30 April 2025 | 39,696 |  | 2,275,748 |  | 441,946 |  |

| DEPRECIATION

| Charge for period | 7,939 |  | 138,784 |  | 42,203 |  |

| Eliminated on disposal | - |  | (1,210,764 | ) | (419,117 | ) |

| Reclassification/transfer | - |  | 2,385,988 |  | 693,590 |  |

| At 30 April 2025 | 7,939 |  | 1,314,008 |  | 316,676 |  |

| NET BOOK VALUE

| At 30 April 2025 | 31,757 |  | 961,740 |  | 125,270 |  |

EBW Holdings Limited (Registered number: 15609782)

Notes to the Consolidated Financial Statements - continued

for the Period 2 April 2024 to 30 April 2025

11. | TANGIBLE FIXED ASSETS - continued

| Group

| Motor |  | Computer |

| vehicles |  | equipment |  | Totals

£ | £ | £ |

| COST

| Additions | 3,060 |  | 618 |  | 99,328 |  |

| Disposals | (48 | ) | (9,324 | ) | (1,640,134 | ) |

| Reclassification/transfer | 720,345 |  | 369,077 |  | 5,381,924 |  |

| At 30 April 2025 | 723,357 |  | 360,371 |  | 3,841,118 |  |

| DEPRECIATION

| Charge for period | 70,879 |  | 4,646 |  | 264,451 |  |

| Eliminated on disposal | (48 | ) | (9,324 | ) | (1,639,253 | ) |

| Reclassification/transfer | 564,939 |  | 359,606 |  | 4,004,123 |  |

| At 30 April 2025 | 635,770 |  | 354,928 |  | 2,629,321 |  |

| NET BOOK VALUE

| At 30 April 2025 | 87,587 |  | 5,443 |  | 1,211,797 |  |

12. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| Additions | 3,000,000 |  |

| At 30 April 2025 | 3,000,000 |  |

| NET BOOK VALUE

| At 30 April 2025 | 3,000,000 |  |

13. | STOCKS

| Group |

£ |

| Valuation | 2,415,300 |  |

14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

£ | £ |

| Trade debtors | 3,903,391 |  | - |  |

| Other debtors | 12,525 |  | 1,919 |  |

| Prepayments | 578,415 |  | - |  |

4,494,331 |  | 1,919 |  |

EBW Holdings Limited (Registered number: 15609782)

Notes to the Consolidated Financial Statements - continued

for the Period 2 April 2024 to 30 April 2025

15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

£ | £ |

| Bank loans and overdrafts (see note 17) | 332,250 |  | - |  |

| Other loans (see note 17) | 132,000 |  | 132,000 |  |

| Trade creditors | 4,025,550 |  | - |  |

| Amounts owed to group undertakings | - |  | 918,311 |  |

| Tax | 123,993 |  | 281 |  |

| Social security and other taxes | 64,689 |  | 17,750 |  |

| VAT | 364,002 |  | - |  |

| Other creditors | 918,195 |  | - |  |

| Directors' loan accounts | 53,872 |  | 53,872 |  |

| Accruals and deferred income | 600,701 |  | 8,386 |  |

6,615,252 |  | 1,130,600 |  |

16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

£ | £ |

| Bank loans (see note 17) | 1,093,487 |  | - |  |

| Other loans (see note 17) | 2,035,699 |  | 2,035,699 |  |

3,129,186 |  | 2,035,699 |  |

17. | LOANS

| An analysis of the maturity of loans is given below:

| Group |  | Company |

£ | £ |

| Amounts falling due within one year or on | demand: |

| Bank loans | 332,250 |  | - |  |

| Other loans | 132,000 |  | 132,000 |  |

464,250 |  | 132,000 |  |

| Amounts falling due between one and two | years: |

| Bank loans - 1-2 years | 328,209 |  | - |  |

| Amounts falling due between two and five | years: |

| Bank loans - 2-5 years | 725,000 |  | - |  |

| Other loans - 2-5 years | 2,035,699 |  | 2,035,699 |  |

2,760,699 |  | 2,035,699 |  |

| Amounts falling due in more than five years: |

| Repayable by instalments

| Bank loans more 5 yr by instal | 40,278 |  | - |  |

EBW Holdings Limited (Registered number: 15609782)

Notes to the Consolidated Financial Statements - continued

for the Period 2 April 2024 to 30 April 2025

18. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |  | Company |

£ | £ |

| Bank loans | 1,425,737 |  | - |  |

| Other creditors | 2,778,109 |  | 2,167,699 |  |

4,203,846 |  | 2,167,699 |  |

| Amounts are secured by a fixed and floating charge over the group's assets.

19. | PROVISIONS FOR LIABILITIES

| Group |

£ |

| Deferred tax

| Accelerated capital allowances | 220,336 |  |

| Group

| Deferred |

| tax |

£ |

| Provided during period | 220,336 |  |

| Balance at 30 April 2025 | 220,336 |  |

20. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal

| value: | £ |

| 100,000 | Ordinary | £0.01 | 1,000 |  |

| 100,000 Ordinary shares of £0.01 each were allotted as fully paid at a premium of £0.99 per share during the period.

| Cash consideration

| 48,001 ordinary shares of £0.01 each in the capital of the company were issued at a premium of £0.99

| Non-cash consideration

| 51,999 ordinary shares of £0.01 each in the capital of the company were issued at a premium of £0.99 as part consideration for the acquisition by the company of 2,402,668 B Ordinary shares of £0.01 each and 6,984,500 G Ordinary shares of £0.01 each in the issued share capital of EB Watts Limited (Company number 15647196).

| Each ordinary share of £0.01 each carries the right to vote, the right to receive dividends, and entitlement to participate in a return of capital. Shares are non redeemable.

EBW Holdings Limited (Registered number: 15609782)

Notes to the Consolidated Financial Statements - continued

for the Period 2 April 2024 to 30 April 2025

21. | RESERVES

| Group

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| Profit for the period | 240,642 |  | 240,642 |  |

| Cash share issue | - |  | 99,000 |  | 99,000 |  |

| At 30 April 2025 | 240,642 |  | 99,000 |  | 339,642 |  |

| Company

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| Profit for the period | 1,313 |  | 1,313 |  |

| Cash share issue | - |  | 99,000 |  | 99,000 |  |

| At 30 April 2025 | 1,313 |  | 99,000 |  | 100,313 |  |

22. | RELATED PARTY DISCLOSURES

| During the period, a total of key management personnel compensation of £ 591,363 was paid.

23. | ULTIMATE CONTROLLING PARTY

| As at the year end PB Burns holds the controlling interest in the issued share capital of the company.