Company registration number 10453039 (England and Wales)
UKI HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
UKI HOLDINGS LIMITED
COMPANY INFORMATION
Directors
P Gummerson
A Gummerson
Company number
10453039
Registered office
M58 Distribution Centre
Gillibrands Road
Skelmersdale
Lancashire
WN8 9TB
Auditor
Mitchell Charlesworth (Audit) Limited
Glebe Business Park
Lunts Heath Road
Widnes
Cheshire
WA8 5SQ
UKI HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
UKI HOLDINGS LIMITED
CONTENTS
Notes to the financial statements
15 - 29
UKI HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2025
- 1 -

The directors present the strategic report for the year ended 31 May 2025.

Review of the business

The key performance indicators for the companies which make up The Group are set out below. T he group have performed well and are expected to continue to develop profitably within their respective sectors.

| 202 5 | 202 4 | Movement
Turnover | £19,806,486 | £16,605,461 | £3,201,025
Profit/(loss) before taxation | £207,955 | £132,800 | £75,155
Net assets | £2,336,765 | £2,205,515 | £131,250

Principal risks and uncertainties

Price risk

Overall, the businesses operating within the group have propositions to meet and exceed the demands and expectations of their clients and therefore the fees charged are accepted to be good value for the products and services provided, to date the businesses have been able to maintain pricing policies that have allowed continued growth and sustainable profitability.

Credit risk

All companies in the group monitor credit risk closely and consider that the current policies of credit checks meet the objectives of managing exposure to credit risk.

Liquidity risk

All companies within the group have traded profitably with healthy balance sheet balances, there are robust systems in place to continually monitor performance and forecast liquidity needs, the group businesses have commensurately strong cash positions and have access to funding for short and long-term capital investments.

On behalf of the board

P Gummerson
Director
6 February 2026
UKI HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 May 2025.

Principal activities

The principal activity of the company and group continued to be that of other business support service activities.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £25,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

P Gummerson
A Gummerson
Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
P Gummerson
Director
6 February 2026
UKI HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2025
- 3 -

The directors are responsible for preparing the Annual Report 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 group and company, 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;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

UKI HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF UKI HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of UKI Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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 the parent company's affairs as at 31 May 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

UKI HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UKI HOLDINGS LIMITED
- 5 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which 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 directors' r esponsibilities s tatement, 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 is 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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.

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

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

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

- the nature of the industry and sector, control environment and business performance;

- the company's own assessments of the risks that irregularities may occur either as a result of fraud or error;

- the results of our enquiries of management of their own identification of and assessment of the risks of irregularities,

- any matters we identified having obtained and reviewed the companies' documentation of their policies and procedures;

- relevant laws and regulations, and whether they were aware of any instances of non-compliance

- managements procedures for detecting and responding to the risks of fraud and whether they have knowledge of actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

UKI HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UKI HOLDINGS LIMITED
- 6 -

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas;

i) The presentation of the Profit and loss account, and ii) the accounting policy for revenue recognition, In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the companies' operate in focusing on provisions of those laws and regulations that had a direct effect of the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK companies Act.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the companies' ability to operate or avoid a material penalty, this specifically included; Employment Law; Health and Safety at Work Act.

Audit response to risks identified

In addition to the above, our procedures to respond to risks identified included the following;

- reviewing the financial statements disclosures and testing to supporting documentation to assessment compliance with relevant laws and regulations as described above as having a direct effect on the financial statements;

- enquiring of management and directors concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- in addressing the risks of fraud through management override of controls, testing the appropriateness of journal entities and other adjustments; assessing whether the judgements made in 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Robert Davies
Senior Statutory Auditor
For and on behalf of Mitchell Charlesworth (Audit) Limited
6 February 2026
Accountants
Statutory Auditor
Glebe Business Park
Lunts Heath Road
Widnes
Cheshire
WA8 5SQ
UKI HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MAY 2025
- 7 -
2025
2024
Notes
£
£
Turnover
3
19,806,485
16,605,461
Cost of sales
(17,382,519)
(13,983,539)
Gross profit
2,423,966
2,621,922
Administrative expenses
(2,212,792)
(2,489,122)
Operating profit
4
211,174
132,800
Interest payable and similar expenses
7
(3,220)
-
0
Profit before taxation
207,954
132,800
Tax on profit
8
(83,428)
(34,137)
Profit for the financial year
124,526
98,663
Profit for the financial year is all attributable to the owners of the parent company.
UKI HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2025
- 8 -
2025
2024
£
£
Profit for the year
124,526
98,663
Other comprehensive income
-
-
Total comprehensive income for the year
124,526
98,663
Total comprehensive income for the year is all attributable to the owners of the parent company.
UKI HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 MAY 2025
31 May 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
10
748
898
Tangible assets
11
274,241
373,190
Investments
12
10,000
10,000
284,989
384,088
Current assets
Debtors
14
3,988,711
3,190,221
Cash at bank and in hand
1,681,174
1,298,271
5,669,885
4,488,492
Creditors: amounts falling due within one year
15
(3,556,344)
(2,630,778)
Net current assets
2,113,541
1,857,714
Total assets less current liabilities
2,398,530
2,241,802
Creditors: amounts falling due after more than one year
16
(80,866)
-
Provisions for liabilities
Deferred tax liability
18
12,623
36,287
(12,623)
(36,287)
Net assets
2,305,041
2,205,515
Capital and reserves
Called up share capital
20
190
190
Profit and loss reserves
2,304,851
2,205,325
Total equity
2,305,041
2,205,515
The financial statements were approved by the board of directors and authorised for issue on 6 February 2026 and are signed on its behalf by:
06 February 2026
P Gummerson
Director
Company registration number 10453039 (England and Wales)
UKI HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MAY 2025
31 May 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
190
190
Capital and reserves
Called up share capital
20
190
190

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £25,000 (2024 - £225,000 profit).

For the financial year ended 31 May 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These 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 6 February 2026 and are signed on its behalf by:
06 February 2026
P Gummerson
Director
Company registration number 10453039 (England and Wales)
UKI HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 June 2023
190
2,331,662
2,331,852
Year ended 31 May 2024:
Profit and total comprehensive income
-
98,663
98,663
Dividends
9
-
(225,000)
(225,000)
Balance at 31 May 2024
190
2,205,325
2,205,515
Year ended 31 May 2025:
Profit and total comprehensive income
-
124,526
124,526
Dividends
9
-
(25,000)
(25,000)
Balance at 31 May 2025
190
2,304,851
2,305,041
UKI HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2025
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 June 2023
190
-
0
190
Year ended 31 May 2024:
Profit and total comprehensive income for the year
-
225,000
225,000
Dividends
9
-
(225,000)
(225,000)
Balance at 31 May 2024
190
-
0
190
Year ended 31 May 2025:
Profit and total comprehensive income
-
25,000
25,000
Dividends
9
-
(25,000)
(25,000)
Balance at 31 May 2025
190
-
0
190
UKI HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
22
390,114
148,632
Interest paid
(3,220)
-
0
Income taxes paid
(15,016)
(202,357)
Net cash inflow/(outflow) from operating activities
371,878
(53,725)
Investing activities
Purchase of tangible fixed assets
(160,370)
(276,585)
Proceeds from disposal of tangible fixed assets
119,454
-
Repayment of loans
(21,538)
232,794
Net cash used in investing activities
(62,454)
(43,791)
Financing activities
Payment of finance leases obligations
98,479
-
Dividends paid to equity shareholders
(25,000)
(225,000)
Net cash generated from/(used in) financing activities
73,479
(225,000)
Net increase/(decrease) in cash and cash equivalents
382,903
(322,516)
Cash and cash equivalents at beginning of year
1,298,271
1,620,787
Cash and cash equivalents at end of year
1,681,174
1,298,271
UKI HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Investing activities
Dividends received
25,000
225,000
Net cash generated from investing activities
25,000
225,000
Financing activities
Dividends paid to equity shareholders
(25,000)
(225,000)
Net cash used in financing activities
(25,000)
(225,000)
Net increase in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0
UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
- 15 -
1
Accounting policies
Company information

UKI Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is M58 Distribution Centre, Gillibrands Road, Skelmersdale, Lancashire, WN8 9TB.

The group consists of UKI Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company UKI Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 May 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 16 -
1.3
Going concern

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

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Cherished plates
10% straight line
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
20% Straight line
Plant and Machinery
25% Reducing Balance
Computer equipment
20% Reducing Balance
Fixtures and fittings
25% Straight line
Motor vehicles
25% Reducing Balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 17 -
1.7
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 18 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 19 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 20 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 21 -
3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Warehousing
2,621,804
3,180,229
Transport
17,184,681
13,425,232
19,806,485
16,605,461
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(145,894)
(29,522)
Depreciation of owned tangible fixed assets
66,262
44,982
Loss on disposal of tangible fixed assets
73,603
-
Amortisation of intangible assets
150
150
Operating lease charges
609,148
873,248
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
15,200
14,000
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
62
56
1
1
UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
6
Employees
(Continued)
- 22 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
2,553,026
1,725,328
-
0
-
0
Social security costs
287,529
172,755
-
-
Pension costs
38,510
345,849
-
0
-
0
2,879,065
2,243,932
-
0
-
0
7
Interest payable and similar expenses
2025
2024
£
£
Other finance costs:
Interest on finance leases and hire purchase contracts
3,220
-
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
110,657
15,016
Deferred tax
Origination and reversal of timing differences
(27,229)
19,121
Total tax charge
83,428
34,137
UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
8
Taxation
(Continued)
- 23 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
207,954
132,800
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
51,989
33,200
Tax effect of expenses that are not deductible in determining taxable profit
905
631
Permanent capital allowances in excess of depreciation
-
0
2,993
Marginal relief
(373)
(2,687)
Rounding
30,907
-
0
Taxation charge
83,428
34,137
9
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
25,000
225,000
10
Intangible fixed assets
Group
Cherished plates
£
Cost
At 1 June 2024 and 31 May 2025
1,497
Amortisation and impairment
At 1 June 2024
599
Amortisation charged for the year
150
At 31 May 2025
749
Carrying amount
At 31 May 2025
748
At 31 May 2024
898
UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
10
Intangible fixed assets
(Continued)
- 24 -
The company had no intangible fixed assets at 31 May 2025 or 31 May 2024.
11
Tangible fixed assets
Group
Leasehold land and buildings
Plant and Machinery
Computer equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 June 2024
148,589
253,855
84,748
17,515
313,699
818,406
Additions
-
0
-
0
375
-
0
159,995
160,370
Disposals
-
0
-
0
-
0
-
0
(212,657)
(212,657)
At 31 May 2025
148,589
253,855
85,123
17,515
261,037
766,119
Depreciation and impairment
At 1 June 2024
130,903
204,042
69,304
11,626
29,341
445,216
Depreciation charged in the year
14,859
12,454
4,850
1,179
32,920
66,262
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(19,600)
(19,600)
At 31 May 2025
145,762
216,496
74,154
12,805
42,661
491,878
Carrying amount
At 31 May 2025
2,827
37,359
10,969
4,710
218,376
274,241
At 31 May 2024
17,686
49,813
15,444
5,889
284,358
373,190
The company had no tangible fixed assets at 31 May 2025 or 31 May 2024.
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
190
190
Unlisted investments
10,000
10,000
-
0
-
0
10,000
10,000
190
190
UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
12
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 June 2024 and 31 May 2025
10,000
Carrying amount
At 31 May 2025
10,000
At 31 May 2024
10,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 June 2024 and 31 May 2025
190
Carrying amount
At 31 May 2025
190
At 31 May 2024
190
13
Subsidiaries

Details of the company's subsidiaries at 31 May 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
UKI Warehousing Limited
UK
Ordinary
100.00
UKI Express Transport Limited
UK
Ordinary
100.00
UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 26 -
14
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,600,124
2,856,289
-
0
-
0
Other debtors
378,996
332,901
-
0
-
0
Prepayments and accrued income
6,026
1,031
-
0
-
0
3,985,146
3,190,221
-
-
Deferred tax asset (note 18)
3,565
-
0
-
0
-
0
3,988,711
3,190,221
-
-
15
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
17
17,613
-
0
-
0
-
0
Trade creditors
3,019,505
2,368,545
-
0
-
0
Corporation tax payable
110,657
15,016
-
0
-
0
Other taxation and social security
365,463
209,803
-
-
Other creditors
6,658
6,149
-
0
-
0
Accruals and deferred income
36,448
31,265
-
0
-
0
3,556,344
2,630,778
-
0
-
0
16
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
17
80,866
-
0
-
0
-
0
17
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
17,613
-
0
-
0
-
0
In two to five years
80,866
-
0
-
0
-
0
98,479
-
-
-
UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
17
Finance lease obligations
(Continued)
- 27 -

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
13,245
36,946
18,434
-
Tax losses
(622)
(659)
946
-
12,623
36,287
19,380
-
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 June 2024
36,287
-
Credit to profit or loss
(27,229)
-
Liability at 31 May 2025
9,058
-
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
38,510
345,849

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 28 -
20
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
190
190
190
190
21
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
-
11,617
-
-
-
11,617
-
-
22
Cash generated from group operations
2025
2024
£
£
Profit after taxation
124,526
98,663
Adjustments for:
Taxation charged
83,428
34,137
Finance costs
3,220
-
0
Loss on disposal of tangible fixed assets
73,603
-
Amortisation and impairment of intangible assets
150
150
Depreciation and impairment of tangible fixed assets
66,262
44,982
Movements in working capital:
Increase in debtors
(773,387)
(22,208)
Increase/(decrease) in creditors
812,312
(7,092)
Cash generated from operations
390,114
148,632
Difference
-
-
Per cash flow statement page
390,114
148,632
UKI HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 29 -
23
Cash generated from operations - company
2025
2024
£
£
Profit after taxation
25,000
225,000
Adjustments for:
Investment income
(25,000)
(225,000)
Cash generated from operations
-
-
24
Analysis of changes in net funds - group
1 June 2024
Cash flows
31 May 2025
£
£
£
Cash at bank and in hand
1,298,271
382,903
1,681,174
Obligations under finance leases
-
(98,479)
(98,479)
1,298,271
284,424
1,582,695
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