ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 12502994

KAY GROUP HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

KAY GROUP HOLDINGS LIMITED

COMPANY INFORMATION

Directors	Andrew Neil Kay
	David Wayne Kay


Registered number	12502994


Registered office	Parkside Garage Old Stafford Road
	Slade Heath
	Wolverhampton
	West Midlands
	WV10 7PH


Independent auditors	Lancaster Clements Limited
	Chartered Certified Accountants
	27 Wellington Road
	Bilston
	West Midlands
	WV14 6AH

KAY GROUP HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Consolidated Statement of Comprehensive Income	8
Consolidated Statement of Financial Position	9 - 10
Company Statement of Financial Position	11
Consolidated Statement of Changes in Equity	12 - 13
Company Statement of Changes in Equity	14
Consolidated Statement of Cash Flows	15 - 16
Notes to the Financial Statements	17 - 33

KAY GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2025

Introduction

The company is purely a dormant investment holding company and had no trading activity during the year. The principal activity of A.S.K. Developments Limited is that of the letting of industrial properties. The principal activity of K Transport Services (Midlands) Limited is that of haulage contractors.

Business review

The business and the directors' continue to strive to be one of the market leaders in the haulage market and is consistently developing its business to actively broaden its client offering.

This year the business has seen a decrease in turnover due to changes in the mix of customers. There has also been the continued global issues with rising costs, which has impacted on the gross profit margins achieved in the year.

The company continues to invest in its fleet to ensure they can offer a reliable and effective transport service to the customers

Principal risks and uncertainties

The principal business risk is the volatile gross profit margin with unrealistic increase in wages and other costs impacting adversely on the competiveness of the company and its principal customers. The directors manage these risks by strict control of costs, recruitment and retention of its employees.

Financial key performance indicators

The directors consider that both turnover and gross profit margins are key performance indicators of the buisness. There has been a reduction in the turnover this year and also the gross profit margin has been impacted by the global increases in goods as detailed above. On a year to year basis turnover increased by 9.66% and gross profit margins have increased from 17.38% to 21.65%.

Other key performance indicators

There are no other key performance indicators.

This report was approved by the board on 7 April 2026 and signed on its behalf.

David Wayne Kay

Director

Page 1

KAY GROUP HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The profit for the year, after taxation, amounted to £203,518 (2024 - £83,457).

During the year no dividends were declared.

Directors

The directors who served during the year were:

Andrew Neil Kay

David Wayne Kay

Future developments

There are no future developments requiring disclosure within the financial statements.

Page 2

KAY GROUP HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Lancaster Clements Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 7 April 2026 and signed on its behalf.

David Wayne Kay

Director

Page 3

KAY GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KAY GROUP HOLDINGS LIMITED

Opinion

We have audited the financial statements of Kay Group Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company'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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Page 4

KAY GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KAY GROUP HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

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.

Page 5

KAY GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KAY GROUP HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

Identifying and assessing potential risks related to irregularities

We obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on 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, tax legislation and regulations relating to the employed workforce.
In assessing risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
- The clients evaluation of compliance with laws and regulations and whether they were aware of any instances of none compliance, along with the measures in place to mitigate any such instances.
- Methods in place to detect and respond to the risk of fraud and whether there was any actual, suspected or alleged fraud, along with internal controls established to mitigate such risks.
- Where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of those procedures we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential being in relation to:

- Stock pilferage or misappropriation
- management override of controls
- Transactions outside the normal course of business, particularly with related parties.

Audit response to risks identified
Our procedures to respond to the risks identified included the following:~

- Testing of material journal entries, paying particular attention to the period immediately prior to and following the reporting date.
- Evaluation of the business rationale behind transactions made between related parties that are unusual or

Page 6

KAY GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KAY GROUP HOLDINGS LIMITED (CONTINUED)

outside the normal course of business
- An assessment of whether the judgements made in making accounting estimates are indicative of a potential bias
- Making enquiries of management concerning actual or potential litigation and claims

We have designed our procedures to best identify the likelihood or occurrence of irregularities, whether or not arising due to fraud. However, it is accepted that there is an inherent difficulty in detecting irregularities and our findings are subject to the timing and extent of the audit procedures performed.

A further description of our responsibilities for the audit of the financial statements is located on the FRS’s website at http:// www.frc.org.uk/auditorresponsibilites. This description forms part of our auditor’s report.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Antony Cupitt (Senior Statutory Auditor)

for and on behalf of

Lancaster Clements Limited

Chartered Certified Accountants

27 Wellington Road

Bilston

West Midlands

WV14 6AH

7 April 2026

Page 7

KAY GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2025

	2025	2024
Note	£	£


Turnover	4	9,239,599	8,426,786
Cost of sales		(7,239,227)	(6,961,444)
Gross profit		2,000,372	1,465,342
Administrative expenses		(1,121,696)	(1,067,828)
Other operating income	5	59,724	63,403
Operating profit	6	938,400	460,917
Amounts written off investments		(82,500)	-
Interest receivable and similar income	10	3,486	10,006
Interest payable and similar expenses	11	(132,444)	(56,162)
Profit before taxation		726,942	414,761
Tax on profit	12	(523,424)	(331,304)
Profit for the financial year		203,518	83,457


Unrealised surplus on revaluation of tangible fixed assets	800,000	320,000
Other comprehensive income for the year	800,000	320,000
Total comprehensive income for the year	1,003,518	403,457

Profit for the year attributable to:
Owners of the Parent Company	203,518	83,457
	203,518	83,457

Total comprehensive income for the year attributable to:
Owners of the Parent Company	1,003,518	403,457
	1,003,518	403,457

The notes on pages 17 to 33 form part of these financial statements.

Page 8

KAY GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 12502994

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	14		7,445,702		5,942,090
Investments	15		-		82,500
			7,445,702		6,024,590
Current assets
Stocks	16	55,313		56,400
Debtors: amounts falling due within one year	17	4,442,905		3,589,370
Cash at bank and in hand	18	27,785		49,494
		4,526,003		3,695,264
Creditors: amounts falling due within one year	19	(3,108,787)		(2,326,690)
Net current assets			1,417,216		1,368,574
Total assets less current liabilities			8,862,918		7,393,164
Creditors: amounts falling due after more than one year	20		(685,522)		(616,420)
Provisions for liabilities
Deferred taxation	21	(1,109,589)		(712,455)
			(1,109,589)		(712,455)
Net assets excluding pension asset			7,067,807		6,064,289
Net assets			7,067,807		6,064,289

Capital and reserves
Called up share capital	22	9,191,638	9,191,638
Revaluation reserve		1,943,291	1,389,676
Merger reserve		(9,186,066)	(9,186,066)
Profit and loss account		5,118,944	4,669,041
Equity attributable to owners of the Parent Company		7,067,807	6,064,289
		7,067,807	6,064,289

Page 9

KAY GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 12502994

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 30 SEPTEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 April 2026.

Andrew Neil Kay

Director

The notes on pages 17 to 33 form part of these financial statements.

Page 10

KAY GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 12502994

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Investments	15		6,428,000		6,428,000
			6,428,000		6,428,000
Current assets
Cash at bank and in hand	18	2		2
		2		2
Total assets less current liabilities			6,428,002		6,428,002


Net assets excluding pension asset			6,428,002		6,428,002
Net assets			6,428,002		6,428,002

Capital and reserves
Called up share capital	22		9,191,638		9,191,638
Profit and loss account brought forward		(2,763,636)		(2,763,636)
Profit and loss account carried forward			(2,763,636)		(2,763,636)
			6,428,002		6,428,002

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 April 2026.

Andrew Neil Kay

Director

The notes on pages 17 to 33 form part of these financial statements.

Page 11

KAY GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2025

	Called up share capital	Revaluation reserve	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 October 2024	9,191,638	1,389,676	(9,186,066)	4,669,041	6,064,289
Comprehensive income for the year
Profit for the year	-	-	-	203,518	203,518
Surplus on revaluation of freehold property	-	800,000	-	-	800,000
Other comprehensive income for the year	-	800,000	-	-	800,000
Total comprehensive income for the year	-	800,000	-	203,518	1,003,518
Transfer to/from profit and loss account	-	(246,385)	-	246,385	-
Total transactions with owners	-	(246,385)	-	246,385	-
At 30 September 2025	9,191,638	1,943,291	(9,186,066)	5,118,944	7,067,807

The notes on pages 17 to 33 form part of these financial statements.

Page 12

KAY GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2024

	Called up share capital	Revaluation reserve	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 October 2023	9,191,638	1,175,262	(9,186,066)	4,479,998	5,660,832
Comprehensive income for the year
Profit for the year	-	-	-	83,457	83,457
Surplus on revaluation of freehold property	-	320,000	-	-	320,000
Other comprehensive income for the year	-	320,000	-	-	320,000
Total comprehensive income for the year	-	320,000	-	83,457	403,457
Transfer to/from profit and loss account	-	(105,586)	-	105,586	-
Total transactions with owners	-	(105,586)	-	105,586	-
At 30 September 2024	9,191,638	1,389,676	(9,186,066)	4,669,041	6,064,289

The notes on pages 17 to 33 form part of these financial statements.

Page 13

KAY GROUP HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 October 2023	9,191,638	(2,763,636)	6,428,002
Other comprehensive income for the year	-	-	-
Total transactions with owners	-	-	-

At 1 October 2024	9,191,638	(2,763,636)	6,428,002
Other comprehensive income for the year	-	-	-
Total transactions with owners	-	-	-
At 30 September 2025	9,191,638	(2,763,636)	6,428,002

The notes on pages 17 to 33 form part of these financial statements.

Page 14

KAY GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	203,518	83,457
Adjustments for:
Depreciation of tangible assets	751,765	727,290
Loss on disposal of tangible assets	1,825	(102,531)
Interest paid	132,445	56,162
Interest received	(3,486)	(10,006)
Taxation charge	523,424	331,304
Decrease in stocks	1,088	1,615
(Increase)/decrease in debtors	(853,535)	276,100
Increase/(decrease) in creditors	571,922	(609,917)
Corporation tax (paid)/received	(120,142)	-
Net cash generated from operating activities	1,208,824	753,474

Cash flows from investing activities
Purchase of tangible fixed assets	(1,459,538)	(1,576,369)
Sale of tangible fixed assets	2,336	276,832
Write off of unlisted and other investments	82,500	-
Interest received	3,486	10,006
HP interest paid	(66,930)	(41,998)
Net cash from investing activities	(1,438,146)	(1,331,529)
Cash flows from financing activities
Repayment of/new finance leases	513,730	357,546
Interest paid	(65,515)	(14,164)
Net cash used in financing activities	448,215	343,382
Net increase/(decrease) in cash and cash equivalents	218,893	(234,673)
Cash and cash equivalents at beginning of year	(476,273)	(241,601)
Cash and cash equivalents at the end of year	(257,380)	(476,274)

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	27,785	49,494
Bank overdrafts	(285,165)	(525,768)
	(257,380)	(476,274)

Page 15

KAY GROUP HOLDINGS LIMITED

The notes on pages 17 to 33 form part of these financial statements.

Page 16

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

1.	General information

The company was incorporated in England and Wales on 6 March 2020. It's registered office is Parkside Garage. Old Stafford Road, Slade Heath, Wolverhampton, West Midlands, WV10 7PH. The principal activity of the company continues to be that of an investment holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 October 2015.

Page 17

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.4

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

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KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

2.10

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis..

Depreciation is provided on the following basis:

Freehold property	-	straight line over fifty years
Plant and machinery	-	15% reducing balance
Motor vehicles	-	25% reducing balance
Fixtures and fittings	-	15% reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.11

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.

Fair values are determined from market based evidence normally undertaken by the directors.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 20

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.19

Financial instruments

Page 21

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

2.19

Financial instruments (continued)

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

To be able to prepare financial statements in accordance with FRS102, the Company must make certain estimates and judgments that have an impact on the policies and the amounts reported in the annual accounts. The estimates and judgments are based on historical experiences and other factors including expectations of future events that are believed to be reasonable at the time such estimates and judgments are made. Actual experience may vary from these estimates. The estimates and assumptions which have the most significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are discussed below:

Depreciation and amortisation
The company accounts for depreciation and amortisation in accordance with FRS102. The depreciation and amortisation expense is the recognition of the decline in the value of the assets and allocation of the cost of the asset over the periods in which the asset will be used. Judgments are made on the estimated useful life of the assets which are regularly reviewed to reflect the changing environment.

Impairment of debtors
The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Page 22

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

Transport	9,239,599	8,426,786
	9,239,599	8,426,786

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	9,166,905	8,296,428
Rest of Europe	72,694	130,358
	9,239,599	8,426,786

5.	Other operating income
		2025	2024
		£	£

Net rents receivable	22,576	19,926
Service charge receivable	24,000	18,000
Sundry income	13,148	25,477
	59,724	63,403

Other operating lease rentals

56,000

24,041

Page 23

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

9,000

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2025	2024
		£	£


Wages and salaries	3,181,653	2,979,150
Social security costs	356,901	267,359
Cost of defined contribution scheme	70,207	64,302
	3,608,761	3,310,811

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Directors	2	2	2	2
Drivers and workshop	76	75	-	-
Administration	15	17	-	-

	93	94	2	2

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	65,200	62,880
	65,200	62,880

Page 24

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

10.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	3,486	10,006
		3,486	10,006

11.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	12,285	11,108
Other loan interest payable	4,377	2,755
Finance leases and hire purchase contracts	66,930	41,998
Other interest payable	48,852	301
	132,444	56,162

Corporation tax
Current tax on profits for the year	6,149	-
Adjustments in respect of previous periods	120,141	(1)
	126,290	(1)

Total current tax	126,290	(1)

Deferred tax
Origination and reversal of timing differences	397,134	331,305
Total deferred tax	397,134	331,305


		523,424	331,304

Page 25

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

12.Taxation (continued)

Profit on ordinary activities before tax

726,941

414,761

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	181,735	103,690
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	6,893	21,291
Utilisation of tax losses	-	119,503
Adjustments to tax charge in respect of prior periods	120,141	-
Deferred taxation movement on revaluaton reserve	200,000	75,201
Other differences leading to an increase (decrease) in the tax charge	14,655	11,619
Total tax charge for the year	523,424	331,304

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

13.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £nil (2024 - £NIL).

Page 26

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

14.	Tangible fixed assets
	Group

	Freehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Total
	£	£	£	£	£
Cost or valuation
At 1 October 2024	2,200,000	212,094	8,371,387	143,230	10,926,711
Additions	-	22,439	1,437,099	-	1,459,538
Disposals	-	-	(75,787)	-	(75,787)
Revaluations	800,000	-	-	-	800,000
At 30 September 2025	3,000,000	234,533	9,732,699	143,230	13,110,462
Depreciation
At 1 October 2024	81,600	156,559	4,618,805	127,657	4,984,621
Charge for the year on owned assets	60,000	9,961	681,804	-	751,765
Disposals	-	-	(71,626)	-	(71,626)
At 30 September 2025	141,600	166,520	5,228,983	127,657	5,664,760
Net book value
At 30 September 2025	2,858,400	68,013	4,503,716	15,573	7,445,702
At 30 September 2024	2,118,400	55,535	3,752,582	15,573	5,942,090

The net book value of land and buildings may be further analysed as follows:
	2025	2024
	£	£

Freehold	2,858,400	2,118,400
	2,858,400	2,118,400

Page 27

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

15.	Fixed asset investments
	Group

		Unlisted investments
		£

	At 1 October 2024	82,500
	Amounts written off	(82,500)
	At 30 September 2025	-

	Net book value
	At 30 September 2025	-
	At 30 September 2024	82,500

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 October 2024	9,191,636
	At 30 September 2025	9,191,636
	Impairment
	At 1 October 2024	2,763,636
	At 30 September 2025	2,763,636
	Net book value
	At 30 September 2025	6,428,000
	At 30 September 2024	6,428,000

Page 28

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding

	K Transport Services (Midlands) Limited	Ordinary	100%
	A. S. K. Developments Limited	Ordinary	100%

	The aggregate of the share capital and reserves as at 30 September 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings was as follows:
	Name	Profit/(Loss)
		£

	K Transport Services (Midlands) Limited	425,505
	A. S. K. Developments Limited	638,015

16.	Stocks
		Group	Group
		2025	2024
		£	£

Raw materials and consumables	7,926	6,139
Finished goods and goods for resale	47,387	50,261
	55,313	56,400

The difference between purchase price or production cost of stocks and their replacement cost is not material.

17.

Debtors

		Group	Group
		2025	2024
		£	£


Trade debtors	1,969,696	1,709,997
Other debtors	1,986,523	1,482,568
Prepayments and accrued income	486,686	396,805
	4,442,905	3,589,370

Page 29

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	27,785	49,494	2	2
Less: bank overdrafts	(285,165)	(525,768)	-	-
	(257,380)	(476,274)	2	2

19.	Creditors: Amounts falling due within one year
		Group	Group
		2025	2024
		£	£

Bank overdrafts	285,165	525,768
Trade creditors	919,180	708,256
Corporation tax	6,148	-
Other taxation and social security	309,357	270,550
Obligations under finance lease and hire purchase contracts	939,796	495,168
Other creditors	336,728	121,347
Accruals and deferred income	312,413	205,601
	3,108,787	2,326,690

The following liabilities were secured:
	Group	Group
	2025	2024
	£	£

Bank overdrafts	285,165	525,768
Obligations under finance lease and hire purchase contracts	939,796	495,168
	1,224,961	1,020,936

Details of security provided:

The bank overdraft is secured by an unlimited guarantee given by A.S.K Developments Limited. The hire purchase liabilities are secured on the assets they relate to as per note 14 to the financial statements.

Page 30

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

20.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Net obligations under finance leases and hire purchase contracts	685,522	616,420
	685,522	616,420

The following liabilities were secured:
	Group	Group
	2025	2024
	£	£


Net obligations under finance leases and hire purchase contracts	685,522	616,420
	685,522	616,420

Details of security provided:

The hire purchase liabilities are secured on the assets they relate to as per note 14 to the financial statements.

21.	Deferred taxation
	Group

	2025	2024
	£	£

At beginning of year	712,455	381,150
Charged to profit or loss	397,134	331,305
At end of year	1,109,589	712,455

Page 31

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

21.Deferred taxation (continued)

Company

	2025	2024

At end of year	-	-

		Group	Group
		2025	2024
		£	£

Accelerated capital allowances	834,388	637,254
Property revaluation	275,201	75,201
	1,109,589	712,455

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

9,191,638 (2024 - 9,191,638) Ordinary £1 Shares shares of £1.00 each	9,191,638	9,191,638

23.

Related party transactions

At the Reporting date the following amounts were due (to) / from connected parties, in which the directors held a material interest.

ASK Developments Limited owed K Transport Services (Midlands) Limited £351,605 (2024: £291,837).
Kay Properties (Midlands) Limited owed K Transport Services (Midlands) Limited £1,501,276 (2024: £1,006,130).
ASK Developments (Midlands) Limited were owed from K Transport Services (Midlands) Limited £282,166 (2024: owed £NIL).
Kay Properties (Midlands) Limited owed ASK Developments Limited £467,378 (2024: £460,520).
K Transport Services (Midlands) Limited owed K Investments Limited £NIL (2024: £10,596).
ASK Developments Limited owed ASK Developments (Midlands) Limited £9,089 (2024: £77,947).
Loans to connected parties are interest free and repayable on demand.

Page 32

KAY GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

24.	Limitation of Auditor's Liability

The company has entered into a liability limitation agreement, the principal terms being as follows:

Any liability is limited, pursuant to Section 537 of the Companies Act 2006, to no less than such amount as is considered fair and reasonable in each individual circumstance and to a maximum of ten times the level of the fee for the audit service being carried out.

The resolution approving this agreement is dated 5th January 2026.

Page 33