Company registration number 12930998 (England and Wales)
KELLEN HOMES HOLDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
KELLEN HOMES HOLDCO LIMITED
COMPANY INFORMATION
Directors
A J Floyd
(Appointed 13 November 2025)
I R Kelley
(Appointed 14 November 2025)
Company number
12930998
Registered office
105 Dalton Avenue
Birchwood Park
Warrington
WA3 6YF
Auditor
Sumer Auditco Limited
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
KELLEN HOMES HOLDCO LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 7
Independent auditor's report
8 - 10
Group statement of comprehensive income
11
Group balance sheet
12 - 13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 35
KELLEN HOMES HOLDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

The directors present the strategic report for the year ended 30 September 2025.

Review of the business

Despite ongoing challenges across the housebuilding sector and the continuing wider macro-economic environment, the outlook shows signs of limited improvements following relaxation of interest rates and the Government’s commitment to widescale reform of the planning system. The increases in direct and indirect taxation and the general inflation in cost of living, balance any interest rate reduction benefits for many potential new home buyers.

The lack of direct assistance from Government for first time home buyers remains the primary barrier for increasing the volume of new homes sales.

The positive narrative around planning reform will take time to manifest by way of faster approvals for new housing schemes. Progress remains slow as navigating the existing system remains an arduous and challenging task. Planning Departments at a local level have their challenges with a lack of resources compounded by regulation change and increasingly complex applications.

In spite of the challenges faced over the last year, the business has remained resilient with a focus on land investment, strong operational capability and customer focussed delivery.

It was encouraging to note the Government’s announcement of the 10 year £39 billion Social and Affordable Homes Programme (SAHP) to support and maximise the commitment to delivering 1.5 million homes in this parliament. We continue to work closely with our Affordable Housing partners, using our partnership led strategy and a track record in housing delivery, it positions the business well in playing a key role with a pipeline of 1200 Affordable Homes to be delivered in the next 2-3 years.

The private for sale market still remains cautious with ongoing affordability challenges, particularly for first time buyers, although the recent interest rate reduction is likely to improve buyer confidence through market stabilisation and increased competition with lower mortgage rates. The business is not overly exposed to the private for sales market and has navigated these challenges with targeted incentives to support sales rates. We continue to watch the market closely and will increase our exposure to housing for sale when conditions and sentiment improve.

The Build to Rent (BTR) market remains a key strategic market for Kellen. Investor confidence has improved post the November 2025 Budget, strong tenant demand remains, particularly in suburban areas within the Greater Manchester Region and the business has a network of funded BTR clients that we will continue to serve with quality development opportunities.

Demand for new homes and an appetite for increased pace in the affordable housing sector allows the business to continue to exercise controlled growth on a year to year basis in line with our Corporate plan. Identifying and transitioning land opportunities is fundamental to our operational success, and we believe that our skill set and local market expertise allows the business to deliver its strategic objectives.

We have the advantage of a robust future pipeline, strong customer base with additional new clients seeking to partner with Kellen for the delivery of quality mixed tenure housing and sustainable communities.

Health and safety

Health and Safety is at the forefront of everything we do, and we are pleased that again we have had a full year of activity without a Reportable Accident Incident. The commitment from our Supply Chain and their engagement to work within Kellen H&S policies is welcomed, and within that we had 130 Trade Supervisors through a Kellen delivered SSSTS training course during the year. Additionally, we successfully passed our ISO 45001 accreditation as we work to strengthen our internal process in line with controlled Business growth.

Supply chain

Key to delivery is the management of our supply chain and the ability to ensure a continuing supply of materials and a skilled labour force. The business retains a reliable & supportive core of key subcontractors and suppliers, jointly recognising the importance of building strong, long term relationships that supports our production levels and prevents undue delays to our construction programmes. Our stated commitment to ensuring timely payments is supported and demonstrated with 98.6% of payments made on time to our Subcontractors within the reporting period. This dedication to robust payment practices, alongside providing security on continuity of work, underpins our collaborative approach.

KELLEN HOMES HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -

People

Our employees are our most valuable asset, and we remain firmly focussed on attracting, retaining, and developing the very best talent. Headcount increased during the year by 25% to 100 employees by the year end (2024: 80) which included recruitment of an additional 2 apprentices, bringing total trade apprentices employed to 11. This supports our dedication to investing in young talent and giving them a platform and opportunity to develop the skills needed as they embark on a career that enhances an industry need.

We are currently supporting 15% of our employees through higher education and professional qualifications, providing valuable University and College education skills and knowledge that will continue to support our growth plans and provide career opportunities within Kellen. In addition, over the last year, we supported 7 employees through the Institute of Leadership Management (ILM) level 3 and a further 8 employees through the ILM level 5 courses to equip them with the tools needed to be effective and impactful leaders. We will do more of this in 2026.

Information t echnol o gy

The advancement of Artificial Intelligence and the Technology landscape has provided a platform for businesses to drive efficiencies and operational integration, allowing a forward thinking approach in gaining a competitive advantage. At Kellen Homes we are actively pursuing adoption across our operations to help in providing leaner processes and agility in our workstreams to aid decision making. This focus will help to understand and leverage our current system capabilities and how we can accelerate the labour intensive tasks to provide better feedback and responses in gaining a more focussed output. The use of AI holds immense potential and at Kellen, we believe that factoring in a strategy for the housebuilding sector, leads to this forward thinking approach in gaining business efficiency.

Results

The business continued to demonstrate the resilience of its Partnership model delivering growth in both revenue and profit.

Revenue in the year increased by 11.4% to £113.2m (2024: £101.6m) with 86% generated from our partners reflecting strong operational performance for pre-sold equivalent housing units with our Housing Association (HA) and Build to Rent (BTR) clients. Private for sale completions increased from 17 in the prior year to 47 in the current year.

Profit before taxation of £20.2m (2024: £15.3m) giving margin of 17.8% (2024: 15.0%) which further demonstrates the ability to navigate exposure on our cost base and reported margins on each of its projects.

Key Performance Indicators

| 12 Months to Sept 2025 | 12 Months to Sept 2024
Turnover (£’000) | 113,190 | 101,582
Gross Profit (£’000) | 25,270 | 18,409
Gross Profit % | 22.33% | 18.12%
Net Profit/(loss) (£’000) | 14,38 2 | 11,813
Net Profit % | 1 2.7 1% | 11.63%

KELLEN HOMES HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 3 -
Principal Risks and Uncertainties

The Board of Directors oversee risk management across the business that determines the risk policy, it’s overall appetite for risk and the procedures that are put in place to manage the identified risks. The key principal risks which the Group faces are:

- Health and s afety and its commitment to ensuring a safe working environment, preventing accidents that harm people and the communities in which we build. Standards are maintained through regular site inspections, subcontractor tool box talks and adherence to established procedures. The business benefits from direct management involvement on sites weekly and a monthly health and safety committee meeting that supports reporting systems and integration of training programs. It is pleasing to report that the business incurred no reportable incidents in the year;

- Political uncertainty and changes to Government policy on legislation and building safety, that may affect on the business strategy through delays and increased costs. Whilst the business maintains strong culture of safety and quality housing, our strategy based on low rise residential housing and apartment blocks of no more than 6 storeys currently positions the business outside of the Building Safety Act (BSA) and the delays being incurred through the Gateway process;

- Land supply and the lack of developable opportunities through difficulties in sourcing land or obtaining planning approval, impacting the ability to achieve growth targets. Mitigation is through maintaining close relationships with our partners alongside our streamlined management structure allowing for quick decision making;

- Supply chain and the costs and supply of raw materials and labour that may impact on delivery to programme and budget. We actively engage with our supply chain throughout the procurement to construction process with knowledge sharing at the forefront to ensure we meet high levels of quality, safety and sustainability standards. We are also pride ourselves on our commitment to pay our suppliers on time;

- People, s kills and c ommunication and the ability to recruit, develop and retain the right people. We actively engage with our employees through, m onthly s taff p resentations, d epartmental m eetings and E-letter. Personal d evelopment r eviews are used to support Business succession planning, identify opportunities for skills and knowledge enhancement and Leadership training and experience.

KELLEN HOMES HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 4 -
Promoting the success of the group

The Directors of the group confirm that during the year ended 30 September 2025 they have acted to promote the long-term success of the group for the benefit of the members as a whole (having regard to the stakeholders and matters set out in s172 (1)(a-f) of the Companies Act 2006).

This statement sets out how the Directors have considered the following matters:

- Consequence of any decision in the long term; business performance and strategy is reviewed on a monthly basis looking out across a 5 year period, with progress monitored against the group's strategy through each reporting cycle. Detailed budgets and reforecasts are prepared that allow the company to track performance, with consideration of risks and opportunities, taking any necessary actions to support the long-term success and sustainability of the company’s business model.

- The interests of the group's employees; our employees are our greatest asset and as such are key to the success of the business. We seek to recruit and retain the best people, look after them and provide them with the support they need so that they perform to the best of their ability. Ensuring we have the right employees with the skill set and knowledge is fundamental to all that we do, and through constant engagement with our employees, consideration is given to the interests of the employees and the part they play in the company’s performance.

- The need to foster the group's business relationships with suppliers, customers and others; good working relationships with suppliers are essential in order for the company to deliver schemes at pace and quality our customers come to expect. Working closely with our supply chain ensures that quality, safety and sustainability standards remain high, supports development for energy efficient homes and controls costs. For customers, we are dedicated to providing excellent customer service to all clients through our dedicated sales and customer care teams, that engage and support all our clients through the home buying journey, both pre and post completion. The Management Team regularly reviews feedback and consider ways in which the processes can be improved.

- The impact of the group's operations on the community and the environment; the Board are committed to improving the wellbeing of the communities in which we build, both now and in the future, minimising the environmental impact of its operations and leaving a positive legacy with its residents and stakeholders. This includes supporting the use of local labour, engagement with local schools to inspire the younger generation and engaging effectively with the local community with regard to our development aspirations and delivery.

- The desirability of the group maintaining a reputation for high standards of business conduct; the group's culture is underpinned by it’s clear policies and processes. It is the responsibility of the Board for imparting the culture and maintain oversight to ensure that it is embedded throughout the business. All employees are inducted on employment that sets the tone and alignment of our culture and embodies the values that are fundamental to everything we do.

On behalf of the board

I R Kelley
Director
16 April 2026
KELLEN HOMES HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 5 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

The principal activity of the company and group continued to be that of property development and sales.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

D Whitaker
(Resigned 14 November 2025)
A J Floyd
(Appointed 13 November 2025)
I R Kelley
(Appointed 14 November 2025)
Future developments

In accordance with s414(c)(11) of the Companies Act, included in the strategic report is information relating to the future developments of the business, and principal risks and uncertainties, which would otherwise be required by schedule 7 of the "Large and Medium Sized Company's (Accounts and Reports) Regulations 2008" to be contained in the directors report.

Auditor

The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

This is the Group's second Streamlined Energy and Car b on Report which covers the year ended 30 September 2025.

The figures set out are in accordance with the Greenhouse Gas (GHG) protocol including Streamlined Energy and Carbon Reporting guidelines. The latest published UK Government Conversion factors have been used for all calculations.

We have identified the relevant emission sources which we are required to report under SECR requirements:

Scope 1 – Direct Emissions – Gas Combustion:

The quantity of energy consumed resulting from the purchase of gas across the business, with consumption encompassing both our office and development sites. We have calculated the quantity of gas consumed by analysing our expenditure with our utility providers and apply an average unit price in the period.

Scope 1 – Direct Emissions – Transport:

Calculated as the quantity of fuel purchased for our owned customer care van. Volume of fuel purchased as analysed from fuel card reports.

Scope 2 – Indirect Emissions – Electricity:

Calculated as the quantity of energy consumed resulting from the purchase of electricity across the business. Our electricity consumption encompasses both our development sites and office. We have calculated the quantity of electricity consumed by analysing our expenditure with our utility providers and apply an average unit price in the period.

KELLEN HOMES HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 6 -

Scope 3 – Other Indirect Emissions – Transport:

We have calculated the quantity of energy consumed by our employees in their personal cars on business. Mileage claims have been collated during the period and applied the government issued conversion factors to determine our emissions and energy use.

| Scope | 2025 GHG Emissions (tCo2e) | 2024 GHG Emissions (tCo2e) | 2025 Energy Consumption (kWh) | 2024 Energy Consumption (kWh)
Combustion of gas at premises | 1 | 173 | 183 | 728,946 | 744,414
Consumption of fuel for transport | 1 | 2 | 2 | 8,595 | 7,873
Purchased e lectricity | 2 | 75 | 16 | 361,319 | 78,525
Sub total |  | 250 | 201 | 1,098,860 | 830,81 2
Consumption of fuel for transport | 3 | 143 | 84 | 590,802 | 346,376
Totals |  | 393 | 285 | 1,689,662 | 1,177,188

Our increased consumption of electricity has been largely driven by an increase in office space following a move to new premises in December 2024, allowing the business to achieve its growth plans with targeted resource plans. In addition, we have also seen a significant increase in production on sites generating plot completions requiring small energy usage prior to handover to the clients.

Intensity Ratios

The chosen intensity measurement is total gross emissions in metric tonnes CO2e per £1m of revenue, the recommended ratio for the sector.

|  | 2025 | 2024
tCo2 per £1m revenue |  | 3.5 | 2.7

Measures taken to improve energy efficiency

Kellen Homes are actively identifying environmental opportunities, working towards our energy efficiency and minimising risk.

This encompasses prioritising energy efficient homes through a ‘fabric first approach’ to min i mise heat loss and improve airtightness in all of our homes, thus reducing energy costs for homeowners and provide a comfortable living environment all year round.

Working closely with build technology partners to create more eco-friendly housing, we are exploring ways to provide renewable technology such as Solar PV, Airsource heat pumps and waste water heat recovery to name a few into our homes as standard, all of which will significantly reduce carbon and lower running costs of our homes.

Our commitment to providing homes that contribute towards energy efficiency aligns with the Future Homes Standard that addresses environmental concerns and paves the way for reducing carbon emissions in all new homes.

Throughout the forever changing outlook on energy consumption, we also continually look to drive down emissions and develop more efficient means of operating and improving on our quality culture. More specifically and not limited to:

- Carefully track the maintenance of plant and equipment to ensure they are operating at optimum efficiency

- Upskill and increase the number of environmental champions within our workforce to drive positive behavioral change

- Observe the environmental challenges and innovations developing within the industry to maximise and apply added value

- Consider all opportunities for further environmental improvement across our business

KELLEN HOMES HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 7 -
Statement of directors' responsibilities

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.

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
I R Kelley
Director
16 April 2026
KELLEN HOMES HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KELLEN HOMES HOLDCO LIMITED
- 8 -
Opinion

We have audited the financial statements of Kellen Homes Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise 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 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 30 September 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.

KELLEN HOMES HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KELLEN HOMES HOLDCO LIMITED
- 9 -
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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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 discussions with the Directors (as required by auditing standards) and discussed with the Directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect; laws related to Health and Safety, Employment, UK Companies Act, Pension Legislation, Tax Legislation and Construction Regulations.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.

KELLEN HOMES HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KELLEN HOMES HOLDCO LIMITED
- 10 -

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

We design procedures in line with our responsibilities, outline below to detect material misstatement due to fraud:

- Matters are discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud

- Identifying and assessing the design and effectiveness of controls that management have in place to prevent and detect fraud

- Detecting and responding to the risks of fraud following discussions with management and enquiring as to whether management have knowledge of any actual, suspected or alleged fraud.

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.

Stuart Stead (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited, Statutory Auditor
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
16 April 2026
KELLEN HOMES HOLDCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
2025
2024
as restated
Notes
£
£
Turnover
4
113,190,387
101,581,556
Cost of sales
(87,919,982)
(83,173,015)
Gross profit
25,270,405
18,408,541
Administrative expenses
(8,900,015)
(6,699,445)
Other operating income
5,054,337
5,089,311
Operating profit
5
21,424,727
16,798,407
Interest payable and similar expenses
8
(1,302,077)
(1,520,690)
Profit before taxation
20,122,650
15,277,717
Tax on profit
9
(5,741,125)
(3,464,963)
Profit for the financial year
14,381,525
11,812,754
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
KELLEN HOMES HOLDCO LIMITED
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 12 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
10
16,652
-
0
Other intangible assets
10
22,417
53,556
Total intangible assets
39,069
53,556
Tangible assets
11
136,846
53,638
175,915
107,194
Current assets
Stocks
14
51,769,065
22,473,897
Debtors
15
20,561,576
23,853,742
Cash at bank and in hand
7,300,150
5,292,762
79,630,791
51,620,401
Creditors: amounts falling due within one year
16
(56,816,709)
(36,508,010)
Net current assets
22,814,082
15,112,391
Total assets less current liabilities
22,989,997
15,219,585
Creditors: amounts falling due after more than one year
17
-
(6,640,254)
Provisions for liabilities
Deferred tax liability
19
29,141
-
0
(29,141)
-
Net assets
22,960,856
8,579,331
Capital and reserves
Called up share capital
23
20
20
Share premium account
43,621
43,621
Profit and loss reserves
22,917,211
8,535,686
Equity attributable to owners of the parent company
22,960,852
8,579,327
Non-controlling interests
4
4
Total equity
22,960,856
8,579,331
KELLEN HOMES HOLDCO LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
30 SEPTEMBER 2025
30 September 2025
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 16 April 2026 and are signed on its behalf by:
I R Kelley
Director
Company registration number 12930998 (England and Wales)
KELLEN HOMES HOLDCO LIMITED
COMPANY BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 14 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
20,856
41
Current assets
Debtors
15
19,408,936
19,376,968
Cash at bank and in hand
283
254
19,409,219
19,377,222
Creditors: amounts falling due within one year
16
(19,446,350)
(19,379,815)
Net current liabilities
(37,131)
(2,593)
Net liabilities
(16,275)
(2,552)
Capital and reserves
Called up share capital
23
20
20
Profit and loss reserves
(16,295)
(2,572)
Total equity
(16,275)
(2,552)

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 loss for the year was £13,723 (2024 - £826 loss).

The financial statements were approved by the board of directors and authorised for issue on 16 April 2026 and are signed on its behalf by:
I R Kelley
Director
Company registration number 12930998 (England and Wales)
KELLEN HOMES HOLDCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
as restated
as restated
as restated
£
£
£
£
£
£
As restated for the period ended 30 September 2024:
Balance at 1 October 2023
20
43,621
(3,277,068)
(3,233,427)
4
(3,233,423)
Year ended 30 September 2024:
Profit and total comprehensive income
-
-
11,812,754
11,812,754
-
11,812,754
Balance at 30 September 2024
20
43,621
8,535,686
8,579,327
4
8,579,331
Year ended 30 September 2025:
Profit and total comprehensive income
-
-
14,381,525
14,381,525
-
14,381,525
Balance at 30 September 2025
20
43,621
22,917,211
22,960,852
4
22,960,856
KELLEN HOMES HOLDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 16 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 30 September 2024:
Balance at 1 October 2023
20
(1,746)
(1,726)
Year ended 30 September 2024:
Loss and total comprehensive income for the year
-
(826)
(826)
Balance at 30 September 2024
20
(2,572)
(2,552)
Year ended 30 September 2025:
Profit and total comprehensive income
-
(13,723)
(13,723)
Balance at 30 September 2025
20
(16,295)
(16,275)
KELLEN HOMES HOLDCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 17 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
18,461,894
6,707,786
Interest paid
(1,302,077)
(1,520,690)
Income taxes paid
(7,347,468)
(3,128,571)
Net cash inflow from operating activities
9,812,349
2,058,525
Investing activities
Purchase of intangible assets
(22,465)
-
Purchase of tangible fixed assets
(142,242)
(5,418)
Net cash used in investing activities
(164,707)
(5,418)
Financing activities
Proceeds from borrowings
-
14,000,000
Repayment of borrowings
(7,640,254)
(11,710,871)
Net cash (used in)/generated from financing activities
(7,640,254)
2,289,129
Net increase in cash and cash equivalents
2,007,388
4,342,236
Cash and cash equivalents at beginning of year
5,292,762
950,526
Cash and cash equivalents at end of year
7,300,150
5,292,762
KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 18 -
1
Accounting policies
Company information

Kellen Homes Holdco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 105 Dalton Avenue, Birchwood Park, Warrington, WA3 6YF.

The group consists of Kellen Homes Holdco 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. The principal account policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Kellen Homes Holdco Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 30 September 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.

1.4
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.

1.5
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.

Private housing revenue

Revenue is recognised on the sale of private housing at a point in time on legal completion, as this is when the customer obtains control of the property and the c ompany has fulfilled its performance obligations.

Affordable housing and private rental section (PRS) revenue

Contract revenue for affordable housing and PRS contracts is recognised over time, by reference to the stage of completion of contract activity at the balance sheet date. This is normally measured by surveys of work performed to date. Where there is a disposal of land to the customer under the contract, revenue for this disposal is recognised in line with the accounting policy for land sales below.

Where the company provides design, contruction, and mobilisation activities on a development across multiple units simultaneously, this is considered to represent one performance obligation. Where these services are provided across multiple development sites, each site is considered to represent a distinct performance obligation.

Bare land sales

Revenue is recognised on bare land sales from the point of control passing to the buyer. Where the group has significant obligations to perform under the terms of the contract, revenue is recognised when the obligations are performed.

Other revenue

Any other revenue is only recognised at the point that the g roup has fulfilled their obligations under the contract.

Government grant income

Government grants are recognised once the group has reasonable assurance that the related conditions of the grant will be met and that the grant will be received. Government grant income is recorded within other operating income.

KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 20 -

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
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:

Accounting software
straight line over 5 years
Development costs
straight line over 3 years
1.8
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:

Plant and machinery
straight line over 3 years
Fixtures and fittings
straight line over 5 years
Computers
straight line over 3 years
Motor vehicles
straight line over 3 years

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.

KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.9
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 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.

1.10
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.

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.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
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.

KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 22 -
1.13
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.

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.

KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 23 -
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.

Derecognition of financial liabilities

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

1.14
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.

1.15
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.

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.

KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 24 -
1.16
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.

1.17
Retirement benefits

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

1.18
Share-based payments

A company in the group has issued shares to a director as part of a call-and-put option and under the terms of the agreement each share class is linked to a defined profit after tax performance period. The cash settled share-based payment is charged to profit or loss during the vesting period once the trigger event has occurred for the mandatory put option. The credit entry is recorded as a share-based payment liability within accruals. The fair value of the liability is based upon the profit after tax for the group which consists of Kellen Homes Holdco Limited, Kellen Homes Limited and Kellen Homes (GM) Limited and must be remeasured at each reporting date until settled.

1.19
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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.

KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 25 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Estimation of stage of completion for construction contracts

T he group recognises revenue and profit based on the stage of completion. In doing so, management must make certain estimations. The management review all contracts on a monthly basis and assess financial and operational performance versus budget as well as physically inspecting the work to corroborate the stage of completion. At the balance sheet date there is construction work in progress of £51,769,065 (2024: £22,473,897).

Refer to note 14, showing the stock balance impacted by this key accounting estimate.

3
Prior period adjustment
Changes to the balance sheet - group
As previously reported
Adjustment
As restated at 30 Sep 2024
£
£
£
Creditors due within one year
Accruals
(4,525,753)
(2,483,156)
(7,008,909)
Capital and reserves
Profit and loss reserves
11,018,842
(2,483,156)
8,535,686
Changes to the profit and loss account - group
As previously reported
Adjustment
As restated
Period ended 30 September 2024
£
£
£
Administrative expenses
(4,216,289)
(2,483,156)
(6,699,445)
Reconciliation of changes in equity - group
1 October
30 September
2023
2024
£
£
Adjustments to prior year
Recognition of the share based payment liability
-
(2,483,156)
Equity as previously reported
(3,233,423)
11,062,487
Equity as adjusted
(3,233,423)
8,579,331
Analysis of the effect upon equity
Profit and loss reserves
-
(2,483,156)
KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
3
Prior period adjustment
(Continued)
- 26 -
Reconciliation of changes in profit for the previous financial period
2024
£
Adjustments to prior year
Recognition of the share based payment liability
(2,483,156)
Profit as previously reported
14,295,910
Profit as adjusted
11,812,754
Reconciliation of changes in equity - company
Prior period adjustments made in the year do not relate to the company and as such do not give rise to any effect upon equity.
Notes to reconciliation
Recognition of the share based payment liability

In the prior year, a share-based payment liability was mistakenly omitted. As the vesting conditions had been met at 30 September 2024, a prior period adjustment has been included in the accounts to reflect a charge of £2,483,156 to the profit and loss account and to recognise the share-based payment liability in accruals at 30 September 2024.

A prior year adjustment has also been processed to reclassify certain individual balances included within debtors due within one year. There has been no overall change in the total gross debtors balance as at 30 September 2024.

A nother prior year adjustment has also been processed to reclassify certain individual balances included within creditors due within one year. There has been no overall change in the total gross creditors balance as at 30 September 2024.

As a result of the above adjustments, both previously stated net assets and profits were overstated by £2,483,156 as at 30 September 2024 which have been corrected by the prior period adjustment.

4
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
PRS revenue
81,230,690
81,930,963
Affordable housing revenue
16,390,000
2,811,963
Bare land sales
-
11,222,000
Open market revenue
15,569,697
5,616,630
113,190,387
101,581,556
2025
2024
£
£
Other revenue
Grants received
4,953,814
4,957,911
KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 27 -
5
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Government grants
(4,953,814)
(4,957,911)
Depreciation of owned tangible fixed assets
59,034
41,289
Amortisation of intangible assets
36,952
40,466
Share-based payments
4,508,716
2,483,156
6
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
-
-
Audit of the financial statements of the company's subsidiaries
28,900
34,200
For other services
Taxation compliance services
37,850
8,800

The audit fee for the group and company is borne by a subsidiary.

7
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
Directors
1
1
-
-
Senior Management
6
6
-
-
Administrative
44
35
-
-
Operational
38
29
-
-
Total
89
71
0
0
KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
7
Employees
(Continued)
- 28 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
as restated
£
£
£
£
Wages and salaries
11,844,663
8,578,279
-
0
-
0
Social security costs
737,139
566,823
-
-
Pension costs
162,213
138,847
-
0
-
0
12,744,015
9,283,949
-
0
-
0

The director's remuneration of Kellen Homes Holdco Limited was £Nil (2024: £Nil).

8
Interest payable and similar expenses
2025
2024
£
£
Other interest on financial liabilities
1,261,593
1,520,690
Other interest
40,484
-
Total finance costs
1,302,077
1,520,690
9
Taxation
2025
2024
as restated
£
£
Current tax
UK corporation tax on profits for the current period
6,186,748
3,464,963
Adjustments in respect of prior periods
(474,764)
-
0
Total current tax
5,711,984
3,464,963
Deferred tax
Origination and reversal of timing differences
29,141
-
0
Total tax charge
5,741,125
3,464,963
KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
9
Taxation
(Continued)
- 29 -

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
as restated
£
£
Profit before taxation
20,122,650
15,277,717
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
5,030,663
3,819,429
Tax effect of expenses that are not deductible in determining taxable profit
1,186,637
633,307
Tax effect of utilisation of tax losses not previously recognised
-
0
(987,773)
Change in unrecognised deferred tax assets
(1,411)
-
0
Adjustments in respect of prior years
(474,764)
-
0
Taxation charge
5,741,125
3,464,963
10
Intangible fixed assets
Group
Goodwill
Accounting software
Development costs
Total
£
£
£
£
Cost
At 1 October 2024
-
0
102,600
66,018
168,618
Additions
20,815
-
0
1,650
22,465
At 30 September 2025
20,815
102,600
67,668
191,083
Amortisation and impairment
At 1 October 2024
-
0
62,292
52,770
115,062
Amortisation charged for the year
4,163
20,520
12,269
36,952
At 30 September 2025
4,163
82,812
65,039
152,014
Carrying amount
At 30 September 2025
16,652
19,788
2,629
39,069
At 30 September 2024
-
0
40,308
13,248
53,556
The company had no intangible fixed assets at 30 September 2025 or 30 September 2024.
KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 30 -
11
Tangible fixed assets
Group
Plant and machinery
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 October 2024
3,200
110,320
38,987
29,588
182,095
Additions
24,850
105,657
11,735
-
0
142,242
At 30 September 2025
28,050
215,977
50,722
29,588
324,337
Depreciation and impairment
At 1 October 2024
2,756
81,819
29,910
13,972
128,457
Depreciation charged in the year
4,268
37,962
6,941
9,863
59,034
At 30 September 2025
7,024
119,781
36,851
23,835
187,491
Carrying amount
At 30 September 2025
21,026
96,196
13,871
5,753
136,846
At 30 September 2024
444
28,501
9,077
15,616
53,638
The company had no tangible fixed assets at 30 September 2025 or 30 September 2024.
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
20,856
41
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2024
41
Additions
20,815
At 30 September 2025
20,856
Carrying amount
At 30 September 2025
20,856
At 30 September 2024
41
KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 31 -
13
Subsidiaries

Details of the company's subsidiaries at 30 September 2025 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Kellen Homes Limited
1
Property development and sales
Ordinary
100.00
Kellen Partnerships Limited
1
Non trading subsidiary
Ordinary
100.00
Kellen Homes (GM) Limited
1
Property development and sales
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
105 Dalton Avenue, Birchwood Park, Warrington, WA3 6YF
14
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Work in progress
51,769,065
22,473,897
-
-
15
Debtors
Group
Company
2025
2024
2025
2024
as restated
Amounts falling due within one year:
£
£
£
£
Trade debtors
12,581,968
13,908,661
-
0
-
0
Unpaid share capital
20
20
20
20
Corporation tax recoverable
1,916,599
-
0
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
19,408,916
19,376,948
Other debtors
506,061
1,282,495
-
0
-
0
Prepayments and accrued income
2,662,680
4,195,097
-
0
-
0
17,667,328
19,386,273
19,408,936
19,376,968
Amounts falling due after more than one year:
Trade debtors
2,894,248
4,467,469
-
0
-
0
Total debtors
20,561,576
23,853,742
19,408,936
19,376,968
KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 32 -
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
as restated
Notes
£
£
£
£
Other borrowings
18
16,000,000
17,000,000
16,000,000
17,000,000
Trade creditors
11,953,440
7,838,437
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
94,158
20
Corporation tax payable
617,507
336,392
-
0
-
0
Other taxation and social security
290,552
218,103
-
0
-
0
Deferred income
20
5,391,210
2,560,354
-
0
-
0
Other creditors
13,235,712
1,545,815
-
0
-
0
Accruals and deferred income
9,328,288
7,008,909
3,352,192
2,379,795
56,816,709
36,508,010
19,446,350
19,379,815

Other borrowings are unsecured.

17
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other borrowings
18
-
0
6,640,254
-
0
-
0

Other borrowings are secured.

18
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Other loans
16,000,000
23,640,254
16,000,000
17,000,000
Payable within one year
16,000,000
17,000,000
16,000,000
17,000,000
Payable after one year
-
0
6,640,254
-
0
-
0

The long term loan of £Nil (202 4: £6,640,254) was secured by a fixed and floating charge over the property or undertaking of Kellen Homes (GM) Limited and Kellen Homes Holdco Limited.

Other loans of £16,000,000 (2024: £17,000,000) bear interest at 5% p.a. are unsecured, are owed to an associated company and are repayable on demand.

KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 33 -
19
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
25,693
-
Retirement benefit obligations
3,448
-
29,141
-
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Asset at 1 October 2024
-
-
Charge to profit or loss
29,141
-
Liability at 30 September 2025
29,141
-

The deferred tax liability set out above relates to accelerated capital allowances that are expected to mature over the associated fixed asset's useful economic life. Pension contributions will attract tax relief in the year paid.

20
Deferred income
Group
Company
2025
2024
2025
2024
£
£
£
£
Arising from government grants
2,668,083
1,112,111
-
-
Other deferred income
2,723,127
1,448,243
-
-
5,391,210
2,560,354
-
-
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
162,213
138,847
KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
21
Retirement benefit schemes
(Continued)
- 34 -

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.

At the balance sheet date, pension contributions payable, as included in other creditors amount to £37,209 (2024: £31,790).

22
Share-based payment transactions
Group
Company
2025
2024
2025
2024
£
£
£
£
Expenses recognised in the year
Arising from cash settled share based payment transactions
4,508,716
2,483,156
-
-
Liabilities and expenses

A company in the group has issued shares to a director as part of a call-and-put option. Under the terms of the agreement, each share class is linked to a defined profit after tax performance period, the first period being the year to 30 September 2023. In accordance with the agreement, the shares are settled once the trigger event has occurred for the mandatory put option and once the vesting conditions have been met.

The cash settled share-based payment charge in the year was £4,508,716 (2024 £2,483,156).

The share-based payment liability recognised as part of the prior period adjustment for 2024 of £2,483,156 was paid in the year.

23
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of £1 each
20
20
20
20
24
Operating lease commitments

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
179,388
152,934
-
-
Between two and five years
575,867
722,933
-
-
755,255
875,867
-
-
KELLEN HOMES HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 35 -
25
Related party transactions
Transactions with related parties

The company has taken advantage of the exemption available in accordance with Financial Reporting Standard 102 Section 33, not to disclose transactions entered into between two or more members of a group, where any subsidiary party to the transaction is wholly owned.

Included within other borrowings falling due within one year is an amount of £1 6,000,000 (202 4: £17,0 00,000) due to QMS (NW) Limited, a company under the same common control as the reporting entity. During the year interest totaling £972,397 (202 4: £688,082) was charged on the loan. As at 30 September 202 5 a total of £3,352,192 (202 4: £2,379,795) of interest was included within accruals.

26
Controlling party

The ultimate controlling party is D Whitaker by virtue of his majority shareholding in the Kellen Homes Holdco Limited.

27
Cash generated from group operations
2025
2024
£
£
Profit after taxation
14,381,525
11,812,754
Adjustments for:
Taxation charged
5,741,125
3,464,963
Finance costs
1,302,077
1,520,690
Amortisation and impairment of intangible assets
36,952
40,466
Depreciation and impairment of tangible fixed assets
59,034
41,289
Movements in working capital:
Increase in stocks
(29,295,168)
(3,628,131)
Decrease/(increase) in debtors
5,208,765
(17,353,529)
Increase in creditors
18,196,728
10,343,896
Increase in deferred income
2,830,856
465,388
Cash generated from operations
18,461,894
6,707,786
28
Analysis of changes in net debt - group
1 October 2024
Cash flows
30 September 2025
£
£
£
Cash at bank and in hand
5,292,762
2,007,388
7,300,150
Borrowings excluding overdrafts
(23,640,254)
7,640,254
(16,000,000)
(18,347,492)
9,647,642
(8,699,850)
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