The directors of The Kay Group (UK Holdings) Ltd present their Strategic Report and Consolidated Financial Statements for the year ended 31 October 2025.

Overall turnover increased by £2.7m. The majority of this increase was fuel sales. The Grimshaw Park site opened for trade in June 2025 after a full knockdown and rebuild lasting over 16 months. The self drive operation had yet another record turnover, driven in the main by the continued success of the rental of medically-equipped vehicles. The self drive operation acquired the share capital of Niche Vehicle Solutions Ltd during the prior year, which increased the turnover of the self drive business during 2025.

Operating profit for the group was less than the previous year. This is due in the main to increases in payroll costs, whilst gross profits did not move materially.

Employee numbers increased to 420, and staff costs increased from £9.7m to £10.9m.

The parent company did not receive any further sites as a hive up from its subsidiary this period, but it is anticipated that hive up of some sites from its subsidiary may occur during the current period.

The group did complete the £1.75m buyout of the lease of its site at Dobshill, Deeside in February 2025, and now owns the site as well as operating it.

The group also purchased the land and buildings on Walpole Street, at an approximate cost of £1.15m to enhance its operation of its Self Drive business.

The group did not have any formal bank loans during the period, and it continues to fund its investments and developments from cash reserves.

The group revalues its petrol station portfolio on an annual basis. During the year, the portfolio was uplifted by £12.42m. The values are reflected in the fixed assets and revaluation reserve.

The group balance sheet total reflects the strength of the property portfolio and its retained profits. The net assets of the group have increased from £122.8m to £144.6m in the year.

The Middle East conflict is currently having a significant impact on the profitability of the Petrol operations division within The Kay Group (UK) Ltd

We have witnessed a reduced net profit for March 2026 against budget and are forecasting another reduction against budget for April (albeit at a reduced level). Both periods are still recording a profitable position and we do not envisage that other divisions of the group will be directly impacted to such a degree. So, whilst profits could be materially down on budget, should the conflict continue, the group is still on course to post a reasonable profit and with its significant reserves and minimal borrowings we do not currently consider the group’s going concern status to be impacted significantly.

Financial

At the period end, the group had no formal bank loan facilities, due to the strength of the cash reserves. The group manages its day to day working capital requirements within its existing financial resources and has no overdraft facilities. The group has a strong cash position and remains profitable and the directors do not consider the group to have any significant exposure to cash flow risk, credit risk or liquidity risk.

In relation to interest rate risk the group's exposure to changes in market interest rates relate primarily to the interest income earned on the group's cash balances and interest costs on finance lease liabilities with a variable interest rate.

Operational

The groups policies, procedures and systems are regularly reviewed to combat any new or altered operational issues and risks.

Personnel

The group expects to retain its key personnel who have the knowledge, skills and expertise. The structure is working well as the group continues to expand. The group is an equal opportunities employer which often promotes from within.

Reputation

The group has an excellent reputation within the industry; recognised by awards for excellence in recent years. This is borne out in the S172 report.

Regulatory

By virtue of the fact that the group sells some age-restricted products, legislative actions could potentially adversely affect it. It has clear, rigorous policies, due diligence procedures, and audits; both internal and third-party that assist with ensuring the company does not get exposed to legislative action. These policies are reviewed regularly and a re-write and re-issue of the group's Policies and Procedures was undertaken this year. This is done to ensure the group is not exposed to any new or changed threats.

Employee matters

People are the group's primary asset to achieving its business plan and it has established policies for recruitment, training and development. It is committed to achieving excellence in health & safety, welfare and protection of its employees. The group continues to review these policies to ensure they remain relevant.

The group has worked hard on its staff-retention and is very proud of the number of employees who have over 20 years service, and the large number who have in excess of 10 years service. The Directors are grateful for the continued support and commitment, as it is pivotal to the success of the group.

Employment with the group is based on the person's ability to work and not on the basis of race, individual characteristics, creed or political opinion.

The group continues to ensure all of its employees are paid more than the minimum wage.

Environmental

The group recognises it sells products which can be seen to be harmful to the environment. It invests heavily in its storage and monitoring systems to ensure risk to the environment is negligible. There has been significant capital spend during the year to maintain and improve some of the fuel storage systems, and we have a rolling plan to improve more in the next year.

It has reduced its carbon footprint by installing energy saving equipment in most of its outlets; reducing its Carbon Footprint by an estimate of 30% compared with previous technologies.

Rainwater harvesting is installed in all new developments and the company has installed Stage 2 Vapour Recovery at the majority of its locations, which greatly reduces the fuel vapours released into the atmosphere. The group files a SECR report in respect of its environmental commitments and also published an ESOS report in 2025.

The group has installed solar panels in all-bar-one of its service stations. We have invested more than £1.8m into the project and anticipate a reduction in electricity usage from the grid of 20%-25%.

The group has also invested significantly into monitoring equipment to help us operate our devices and machinery to a more optimum level. We are expecting usage savings of around 5%-8%.

The group is trialling large battery technology at three sites to enhance these savings and carbon efficiencies further still. If successful, this may be rolled out to more locations.

The Kay Group (UK Holdings) Limited has appointed Net Zero Compliance (a division of Inspired Energy PLC) to independently assess its Greenhouse Gas (GHG) emissions in accordance with UK Government’s ‘Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance’.

Scope 1 and 2 consumption and CO2e emission data has been calculated using the GHG Protocol – A Corporate Accounting and Reporting Standard (World Resources Institute and World Business Council for Sustainable Development, 2004); Greenhouse Gas Protocol –Scope 2 Guidance (World Resources Institute, 2015); ISO 14064-1 and ISO 14064-2 (ISO, 2018; ISO, 2019); Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance (HM Government, 2019).

Government Emissions Factor Database 2024 version 1.1 has been used, utilising the published kWh gross calorific value (CV) and kgCO2e emissions factors relevant for the reporting period 01/​11/​2024 – 31/​10/​2025. The information below summarises the GHG emissions for year to 31 October 2025.

The group’s Scope 1 direct and Scope 3 indirect emissions (combustion of natural gas, other fuels and transportation fuels) for the year of reporting are 1,056.34 (2024: 1,025.37) tCO2e, resulting from the direct combustion of 4,925,607 (2024: 4,840,610) kWh of fuel. Scope 2 indirect emissions (purchased electricity) for the year of reporting are 1,313.69 (2024: 1,452.27) tCO2e, resulting from the consumption of 9,032,287 (2024: 8,451,251) kWh of electricity purchased and consumed in day to day business operations.

The group’s operations have an intensity metric of 14.82 (2024: 16.61) kgCO2e per thousand litres of fuel dispensed for the reporting year. This represents a reduction in the operational carbon intensity of 10.78% from the prior year.

Energy Efficiency Improvements

The Kay Group is committed to year-on-year improvements in its operational energy efficiency. A register of energy efficiency measures has been compiled, with a view to implementing these measures in the next five years.

Measures prioritised for implementation in 2024/​25:

Voltage Optimisers

This measure was undertaken across selected portfolio sites, forming part of a broader energy management strategy and progress monitoring, which supports improvements in energy efficiency and overall progress towards net zero.

Device Monitoring

This is an ongoing initiative that ensures governance of energy and operations. This improves energy visibility and management for ongoing savings. Trends that deviate from projections and historical levels are identified and reviewed for correction.

Capital Investments

The Grimshaw Park site has been completely redeveloped, with operational efficiencies rising to 40%, evidenced by reduced energy consumption and lower energy per user serviced.

Measures prioritised for implementation in 2025/​26:

Continued monitoring

The Kay Group is committed to environmental sustainability and operational efficiency and will continue to monitor progress on energy-saving initiatives, including those disclosed in the Energy Savings Opportunities Scheme (ESOS) Phase 3 Action Plan and in this Streamlined Energy & Carbon Reporting (SECR) disclosure.

Strategy of the Group and Its Core Values

The Kay Group (UK Holdings) Ltd is an award winning group for design, innovation, and customer service.

It is the group’s strategy to expand through new to industry developments with branded retailing partners and a commitment to give superior customer service from all our outlets through: intensive training; staff presentation in a bespoke uniform; service station services/​facilities; promotional activities with pride and; professionalism and efficiency 24 hours a day, 7 days a week.

Our recognised national branded suppliers for fuels are with Shell, BP and Texaco along with Londis and Costa Express, supported by quality locally sourced craft produce and value promotional goods to retail from our shops.

In addition, we have internal retailer partners, Greggs, and Subway. Most businesses operate these brands under a franchise agreement; however, we agree for the internal partners to operate themselves as the experts to maximise customer satisfaction and returning numbers.

As in recent years, the group now further invests in developing Costa Drive-Thrus adjacent to the main business, again to attract customers to its core business activities and we have a standalone EV charging planning application next to our Castlewood, Sutton-in-Ashfield location.

Employees

The group has dedicated senior staff for the recruitment and training of all employees, along with an initial induction and training programme followed up with an ongoing training programme, only to be signed off if we are satisfied of proficiency. The Kay Group updated all of its policies, procedures, health, safety and risk assessment policies during the year and retrained all staff who were then signed off with new training records.

Each member of our front line staff is furnished with a bespoke quality uniform and the management of the business dress professionally in suits. The group is recognised by the Chair of our industry body as leaders in staff presentation.

Every site is visited by the board members several times a month who engage with all staff members, including cleaners who vitally present the first set of standards the customers see, the forecourt.

The group pays at least the minimum of the higher recognised rate of the ”Real Living Wage” with most exceeding this level to all age groups.

All employees, after five years’ service, benefit from an annual service loyalty bonus paid prior to the festive season.

All management are party to a bonus structure which is based on success, with an average achievement rate of around 75%.

Customers, Suppliers and Institutions

The group actively promotes customer retention through its services, facilities and its front line staff supported with Oil Company promotional activity.

For new locations, the group has created a very cost effective three tier customer retention promotional activity through fuel discount vouchers to redeem on their next fill up, which when acted on, our competitors do not react to it.

As well as our recognised national branded partners, on occasions the group uses smaller suppliers, who prior to trading with, are fully checked out as bona-fide companies, VAT registered and for duty goods, we secure copies of permits, licences, and passport details of the principals. All companies are checked to comply with the Modern Slavery Act and GDPR.

The board of directors are very proactive with the group’s bankers, insurance company, all regulatory bodies, neighbours and the police through regular contact and meetings, including meetings on various business trading locations and presentations.

Environmental & Social Responsibility

Our insurers AXA completed an on-site audit of all the group’s business activities in 2019 including: building design, safety of its staff, customers/​visitors, environmental policies, security and liaison with local bodies and the Police with the standards set as – Excellent.

Local Police enforcement are presented, personally on most occasions, with the group's Security, Crime Prevention, Health & Safety and Neighbour Relations policies which receive commendations.

The group’s infrastructure is highly invested in as a group to an exceptional industry standard including carbon reduction initiatives; fuel tanks with stage 2 vapour recovery to avoid vapour venting to the atmosphere; real time tank monitoring to avoid any leaks to ground and; rainwater harvesting to reuse through its car washing activity.

The group contracts external companies to carry out serve legal spot check audits and should there be any failings the staff are retrained immediately. Mystery motorists conduct checks which include staff friendliness and we are also subject to checks in respect of those provided by supplying companies such as the National Lottery and our main supplier of e-cigarettes sending in their own audit team.

Income & Expenses

The finance director produces a very effective profit flash each week along with expected fuel margins for the following week.

Contact is made to all sites seven days a week to ensure service levels and identify any equipment or stocking level concerns.

Each month extremely detailed P&L management accounts are produced for the board and senior management to scrutinise.

The board meets at the end of each month to assess all of its business activities including: detailed financial review of income and expenses with action points agreed, business threats, opportunities, external serve legal audits, mystery motorist tests, expansion plans in progress and all health and safety issues.

Conclusion

The Kay Group’s continued financial improvement is a testimony to the group’s business acumen, business development plans, expansion with retailing partners and overall stewardship.

In 2019 it was named by the Financial Times Top 250 independents as one of ten just outside to watch out for and in 2020 was elevated to 202nd in the top 250. It is our belief the listing was suspended in 2021 and 2022 due to covid.

On behalf of the board

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

The principal activity of the company continued to be that of a holding company and property management. The principal activity of the group continued to be that of retailing automotive fuel, convenience store operation and self-drive vehicle hire.

The results for the year are set out on page 14.

Ordinary dividends were paid amounting to £250,000. The directors do not recommend payment of a further dividend.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

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

The truegroup has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of carbon reporting, future developments information, employee engagement statement and stakeholder engagement statement (incorporated within the section 172 statement).

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.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent 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 United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of The Kay Group (UK Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 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 31 October 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:

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

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 identified material misstatements in the 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.

As explained more fully in the directors' responsibilities, 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.

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 and 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.

Based on our understanding of the group and sector, we identified that the principal risks of non-compliance with laws and regulations related to, but were not limited to, the Companies Act 2006, UK tax, employment, pension and health and safety legislation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgements and the risk of fraud in revenue recognition.

Our procedures to respond to risks identified included the following:

• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• enquiring of management about actual and potential litigation and claims, their policies and procedures to prevent and detect fraud as well as whether they have knowledge of any actual, suspected or alleged fraud;

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

• obtaining an understanding of provisions and holding discussions with management to understand the basis of recognition or non-recognition of tax provisions;

• reviewing lease agreements for investment properties and performing revenue cut off testing;

• reviewing and assessing the basis of valuation for investment properties;

• reviewing the basis of valuation for stock and reviewing post year end activity to determine the net realisable value; and

• in addressing the risk of fraud through management override of controls: testing the appropriateness of journal entries; assessing whether the accounting estimates, judgements and decisions made by management are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

As permitted by s408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,009,224 (2024: £891,429). The company's total comprehensive income for the year was £6,568,887 (2024: £2,767,724).

The Kay Group (UK Holdings) Limited (“the company”) is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is Intack Self Drive, The Canal Wharf, Lower Audley Street, Blackburn, Lancashire, BB1 1DG.

The group consists of The Kay Group (UK Holdings) Limited and all of its subsidiaries.

The company's and the group's principal activities and nature of its operations are disclosed in the Directors' Report.

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 amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of land and buildings and to include investment properties and certain financial instruments at fair value. The principal accounting 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 for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a Statement of Cash Flow and related notes and disclosures; and

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

In the parent company financial statements, the 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. Investments 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.

The consolidated group financial statements consist of the financial statements of the parent company The Kay Group (UK Holdings) Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 October 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 group.

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.

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.

The directors are satisfied that the group has the financial strength as a going concern. The directors are taking all reasonable steps to efficiently manage cash flow, to reduce costs and to plan appropriate commercial actions to take during this period of instability across the UK economy. The directors have also concluded that it is appropriate to prepare the accounts on the going concern basis as the group and company have adequate cash resources and financial projections indicate that the group and company will continue to trade within existing cash reserves. The group has net current assets of £6,683,393 (2024: £1,706,285). The directors have also prepared cash flow forecasts for the period up to October 2027 covering the group and considered possible sensitivities. These, together with the other factors mentioned, provide a basis on which the directors consider it appropriate to prepare the financial statements on the going concern basis. A letter confirming mutual financial support between The Kay Group (UK Holdings) Limited, The Kay Group (UK) Limited, Intack Self Drive Limited and Niche Vehicle Solutions Limited has been put in place as the forecasts have been prepared on a group basis.

Turnover represents the invoiced amount of goods sold and services provided less returns and allowances, excluding value added tax. Sales are recognised at the point at which the company has fulfilled its contractual obligations and the risks and rewards attaching to the products have been transferred to the customer. This is usually at the point of delivery.

Vehicle rental income is recognised over the period of the hire.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses and incorporated subsidiary companies 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 20 years.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation.

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:

Land is not depreciated.

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.

Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.

Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in profit or loss.

Properties operated by group companies are not treated as investment properties in accordance with the FRS 102 Triennial Review 2017 amendments, as these properties are held for operational use within the group.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Equity investments 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.

In 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.

Listed investments are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Transaction costs are expensed to profit or loss as incurred.

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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

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.

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

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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, which include trade and other 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 method.

Other financial assets 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.

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.

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.

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

Basic financial liabilities, including creditors and loans from fellow group companies, 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 payments 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.

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

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.

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

For non-depreciable assets measured using the revaluation model, deferred tax is measured using the tax rates and allowances that apply to the sale of the asset or property.

The costs of short-term employee benefits are recognised as a liability and an expense.

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

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

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

A degree of estimation is involved surrounding land and buildings that are held at valuation. The valuations as at 31 October 2025 are estimated by the Directors, based upon current market evidence and performance data for the sites, and with reference to historical independent valuations, of which a sample were updated at 31 October 2020. Recently developed properties are held at valuation, based on cost and experience of similar sites which have been subject to professional valuation. The key inputs in the valuation include maintainable earnings and earnings multiples.

There is also judgement surrounding the investment property, that is held at fair value. The valuations as at 31 October 2025 are estimated by the Directors.

An element of judgement has been applied in determining useful economic lives and the allocation of the cost of sites between land and buildings within fixed assets when applying valuation changes.

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

Their aggregate remuneration comprised:

The company's wages and salaries shown above are all recharged to The Kay Group (UK) Limited by a management charge.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

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:

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

The dividends were paid on the Ordinary A shares; the shareholders were also directors of the company.

Included within Group land and buildings was a property held under a short lease. The value of this property at the year end was £nil (2024: £4,068,000) following the acquisition of the site during the year.

Included within Group and Company land and buildings are properties held under long leases. The value of these properties at the year end was £11,465,068 (2024: £11,916,098).

Included within fixed assets are motor vehicles with a net book value of £7,802,334 (2024: £8,397,038), which are leased out under operating leases.

The aggregate rentals received in respect of motor vehicles leased out under operating leases is £4,785,401 (2024: £3,970,152).

The fair value of the land and buildings has been arrived at by the Directors as at 31 October 2025, based upon current market evidence and performance data for the sites, and with reference to historical independent valuations, of which a sample were updated at 31 October 2020. The independent valuers were Chartered Surveyors and valued the assets in accordance with the Guidance Notes of the Royal Institution of Chartered Surveyors.

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

The fair value of the investment property has been determined by the directors as at 31 October 2025, based on valuations made by the directors on a fair value basis by reference to market evidence of transaction prices for similar properties and the trading performance of the properties.

Listed investments relate to funds comprising stocks and shares held in companies listed in the UK and overseas markets. These are valued at the closing market price at the balance sheet date.

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

Niche Vehicle Solutions Limited (company number 10534999) was entitled to exemption from audit by virtue of section 479A of the Companies Act 2006 relating to the subsidiary guarantee exemption provided by The Kay Group (UK Holdings) Ltd.

Obligations under finance leases are secured on the assets to which they relate.

Obligations under finance leases are secured on the assets to which they relate.

Finance lease payments represent rentals payable by the group for vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

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

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.

Included within creditors at year end were creditors totalling £60,784 (2024: £26,485) payable to the scheme.

The Ordinary A shares have full voting and dividend rights.

The Ordinary B shares have no voting rights, and full dividend rights.

The Ordinary C shares have no voting rights, and full dividend rights.

Consideration received for shares issued above their nominal value net of transaction costs.

The cumulative revaluation gains and losses in respect of land and buildings, except revaluation gains and losses recognised in profit or loss.

The nominal value of shares repurchased and still held at the end of the reporting period.

This reserve relates to the application of merger accounting, with regards to previous business acquisitions.

Cumulative profits and losses net of distributions to owners.

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:

The operating leases represent leases of 36 sites (2024: 36 sites) to third parties. The leases are negotiated over terms of 1 year to 15 years, varying lease to lease, and rentals are fixed for the duration of the lease. There are options in place for either party to extend the lease terms.

Amounts contracted for but not provided in the financial statements:

The group had capital commitments in relation to the development of the sites of £Nil (2024: £834,000) at the year end.

The remuneration of key management personnel is as follows.

During the year the directors bought fuel and goods on a commercial basis from the company. These amounts were not separately recorded in the financial statements as the directors consider the amounts to be immaterial.

Included within creditors is an amount of £224,898 (2024: £576,453) owed to directors. The movement relates to amounts advanced of £601,555 (in respect of purchases made by the company on the directors' behalf and income taxes paid by the company on the directors' behalf) and amounts received from the directors of £250,000.

Advances or credits have been granted by the group to its directors as follows:

The group and company was under the control of Mr K A Kay and Mrs J Kay, who control the majority of the company's issued ordinary share capital.