GMS Group Of Companies Limited - Limited company accounts 25.1

REGISTERED NUMBER: 08240846 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

FOR

GMS GROUP OF COMPANIES LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTOR:

N J Male

REGISTERED OFFICE:

Admiral House

Waterfront East

Brierley Hill

West Midlands

DY5 1XG

REGISTERED NUMBER:

08240846 (England and Wales)

AUDITORS:

Blackthorns

Chartered Accountants

and Registered Auditors

Admiral House

Waterfront East

Brierley Hill

West Midlands

DY5 1XG

The director presents his strategic report for the year ended 31 August 2025.

REVIEW OF BUSINESS

During the year the only activity of the company was that of an investment holding company. All dividends received from group companies have been distributed to the members.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties affecting the company are the risk of the subsidiary companies ceasing to trade.

Risks and uncertainties facing the group are disclosed in the group strategic report.

ON BEHALF OF THE BOARD:

N J Male - Director

15 January 2026

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

PRINCIPAL ACTIVITY

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

DIVIDENDS

Dividends of £162,959 (2024 - £181,589) were paid during the year.

DIRECTOR

N J Male held office during the whole of the period from 1 September 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Blackthorns, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N J Male - Director

15 January 2026

Opinion

We have audited the financial statements of Gms Group Of Companies Limited (the 'company') for the year ended 31 August 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31 August 2025 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

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

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

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

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

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

Responsibilities of director

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

Based on our understanding of the company and industry we did not identify any risks of non compliance with laws and regulations that would impact on the company's ability to trade or have a material impact on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006 and UK tax legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risk was regarding the value of the investment in subsidiaries. Audit procedures performed included:

-

discussions with management, including consideration of known or suspected instances of non-compliance
with laws and regulations and fraud;

-

reviewing correspondence for any issues of non-compliance;

-

review of the going concern position of subsidiary companies

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment or collusion.

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.

Victoria Brassington BA FCA (Senior Statutory Auditor)

for and on behalf of Blackthorns

Chartered Accountants

and Registered Auditors

Admiral House

Waterfront East

Brierley Hill

West Midlands

DY5 1XG

16 January 2026

TURNOVER

-

OPERATING PROFIT

-

Income from shares in group undertakings

161,566

172,214

Income from participating interests

1,393

9,375

162,959

181,589

PROFIT BEFORE TAXATION

162,959

181,589

Tax on profit

4

-

PROFIT FOR THE FINANCIAL YEAR

162,959

181,589

PROFIT FOR THE YEAR

162,959

181,589

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

162,959

181,589

FIXED ASSETS

Investments

6

1,050,267

CURRENT ASSETS

Debtors

7

150

Cash in hand

100

250

CREDITORS

Amounts falling due within one year

8

503,554

NET CURRENT LIABILITIES

(503,304

)

(503,304

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

546,963

CAPITAL AND RESERVES

Called up share capital

9

381

Other reserves

10

546,582

SHAREHOLDERS' FUNDS

546,963

The financial statements were approved by the director and authorised for issue on 15 January 2026 and were signed by:

N J Male - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

Balance at 1 September 2023

381

-

546,582

546,963

Changes in equity

Dividends

-

(181,589

)

-

(181,589

)

Total comprehensive income

-

181,589

-

181,589

Balance at 31 August 2024

381

-

546,582

546,963

Changes in equity

Dividends

-

(162,959

)

-

(162,959

)

Total comprehensive income

-

162,959

-

162,959

Balance at 31 August 2025

381

-

546,582

546,963

Cash flows from operating activities

Cash generated from operations

1

-

(43,159

)

Net cash from operating activities

-

(43,159

)

Cash flows from investing activities

Reduction in purchase cost of subsidiary

-

43,159

Dividends received

162,959

181,589

Net cash from investing activities

162,959

224,748

Cash flows from financing activities

Equity dividends paid

(162,959

)

(181,589

)

Net cash from financing activities

(162,959

)

(181,589

)

Increase in cash and cash equivalents

-

Cash and cash equivalents at beginning of
year

2

100

Cash and cash equivalents at end of year

2

100

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

31.8.25

31.8.24

£

Profit before taxation

162,959

181,589

Finance income

(162,959

)

(181,589

)

Decrease in trade and other creditors

-

(43,159

)

Cash generated from operations

-

(43,159

)

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 August 2025

31.8.25

1.9.24

£

Cash and cash equivalents

100

Year ended 31 August 2024

31.8.24

1.9.23

£

Cash and cash equivalents

100

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.9.24

Cash flow

At 31.8.25

£

Net cash

Cash at bank and in hand

100

-

100

-

100

Total

100

-

100

1.	STATUTORY INFORMATION

GMS Group of Companies Limited is a private company, limited by shares, registered in England and Wales, registered number 08240846. Its registered office is Admiral House, Waterfront East, Brierley Hill, West Midlands, DY5 1XG.

The financial statements are presented in Sterling, which is the functional currency of the company.

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.

Investments in subsidiaries and associates

Investments in subsidiary and associate undertakings are recognised at cost less any provision for impairment.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 year 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.

Going concern

The financial statements have been prepared on the going concern basis under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and he Companies Act 2006. Although the company reports net current liabilities of £503,304 (2023 - £546,463) the director has prepared forecasts and budgets for a period of 12 months from the signing of these financial statements and beyond. The cash flow forecasts and budgets indicate that the company has sufficient facilities in place to remain operational in the foreseeable future. Therefore the financial statements have been prepared on the going concern basis.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 August 2025 nor for the year ended 31 August 2024.

The average number of employees during the year was NIL (2024 - NIL).

31.8.25

31.8.24

£

Director's remuneration

-

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

Money purchase schemes

1

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 August 2025 nor for the year ended 31 August 2024.

5.

DIVIDENDS

31.8.25

31.8.24

£

Ordinary shares of 0.10 each

Final

162,959

181,589

6.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in

undertakings

associate

Totals

£

COST

At 1 September 2024

and 31 August 2025

1,050,267

48,149

1,098,416

PROVISIONS

At 1 September 2024

and 31 August 2025

-

48,149

NET BOOK VALUE

At 31 August 2025

1,050,267

-

1,050,267

At 31 August 2024

1,050,267

-

1,050,267

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Blackthorns 60 Limited (formerly GMS Realisations Limited)

Registered office: Admiral House, Waterfront East, Brierley Hill, West Midlands, DY5 1XG

Nature of business: Investment holding company

%

Class of shares:

holding

Ordinary

100.00

31.8.25

31.8.24

£

Aggregate capital and reserves

366,726

Blackthorns 61 Limited (formerly GMS Realisations Two Limited)

Registered office: Admiral House, Waterfront East, Brierley Hill, West Midlands, DY5 1XG)

Nature of business: Investment holding company

%

Class of shares:

holding

Ordinary

100.00

31.8.25

31.8.24

£

Aggregate capital and reserves

468,006

GMS Caretaking Services Limited

Registered office: Admiral House, Waterfront East, Brierley Hill, West Midlands, DY5 1XG

Nature of business: Management company

%

Class of shares:

holding

Ordinary

100.00

31.8.25

31.8.24

£

Aggregate capital and reserves

52,874

55,753

Loss for the year

(2,879

)

(20,462

)

GMS Recovery Services Limited

Registered office: Admiral House, Waterfront East, Brierley Hill, West Midlands, DY5 1XG

Nature of business: Secure document storage and destruction

%

Class of shares:

holding

Ordinary

50.00

31.8.25

31.8.24

£

Aggregate capital and reserves

64,662

80,423

Loss for the year

(12,974

)

(8,570

)

Blackthorns 62 Limited (formerly GMS Technology Services Limited)

Registered office: Admiral House, Waterfront East, Brierley Hill, West Midlands, DY5 1XG

Nature of business: Not trading

%

Class of shares:

holding

Ordinary

100.00

31.8.25

31.8.24

£

Aggregate capital and reserves

1

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.8.25

31.8.24

£

Other debtors

150

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.8.25

31.8.24

£

Amounts owed to group undertakings

503,554

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.8.25

31.8.24

value:

£

3,810

Ordinary

0.10

381

10.

RESERVES

Retained

Other

earnings

reserves

Totals

£

At 1 September 2024

-

546,582

Profit for the year

162,959

-

162,959

Dividends

(162,959

)

-

(162,959

)

At 31 August 2025

-

546,582

11.	ULTIMATE CONTROLLING PARTY

Until 28 October 2024 the company was under the control of N Male and Mrs E Newman-Male. On 28 October 2024 the company became a wholly owned subsidiary of GMS Realisations Group LImited, a company controlled by N Male.