The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Dudman Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Albion Wharf, Albion Street, Southwick, West Sussex, BN42 4ED.

These financial statements are presented for the period from 1 October 2024 to 30 September 2025. The previous period was from 1 April 2023 to 30 September 2024 and therefore the figures in the report are not comparable.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

In previous years, the company prepared consolidated financial statements. However, for the period ended 30 September 2025 and 30 September 2024, the director has elected to prepare company financial statements under the small companies regime as a result of a loss of control over the subsidiary companies as disclosed within note 16. This represents a departure from the requirements of the Companies Act 2006, as the company does not qualify for a statutory exemption from consolidation nor entitlement to prepare financial statements under the small companies regime.

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 £1.

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

At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The director has considered relevant information, including the company’s principal risks and uncertainties, the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment.  Based on these assessments and having regard to the resources available to the entity, the director has concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.true

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

Revenue from rental income is recognised on a time apportioned basis, from investment properties held by the company.

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

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

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 credited or charged to profit or loss.

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.

Interests in subsidiaries and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

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

Financial instruments are recognised in the company's balance sheet when the company 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities, including creditors, bank loans 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.

Equity instruments issued by the company 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 company.

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.

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.

In the application of the company’s accounting policies, the director is 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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Investment property is carried at the fair value determined annually by the director with reference to independent third party valuations and recent purchase offers. Management have applied an estimate to period end investment property totalling £25,020,488 (2024: £25,020,488).

The company has no employees. No remuneration was paid through the company.

Investment property comprises of a commercial property. The fair value of the investment property has been arrived at on the basis of a valuation carried out at 30 September 2025 by the director, with reference to independent third party valuations and recent purchase offers.

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

Note: The registered offices of these companies is as follows:

Albion Wharf, Albion Street, Southwick, Brighton, BN42 4ED

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

Amounts owed by connected companies have no terms and are therefore repayable on demand. Whilst the classification as current assets reflects the contractual nature of the loans, the company does not seek repayment of these loans until a connected company is financially able to do so. This may be more than 12 months from the reporting date.

Bank loans are secured by fixed and floating charges over the investment property owned by Dudman Holdings Limited, and a guarantee of £1,815,000 from the director. Interest on bank loans are charged at the Bank of England base rate plus 6.50%.

Other loans included within other creditors totalling £1,000,000 (2024: £1,000,000) are secured by fixed and floating charges over the investment property owned by Dudman Holdings Limited. Interest on other loans totalling £500,000 (2024: £500,000) are charged at the Bank of England base rate plus 6.50%. No interest is charged other loans totalling £500,000 (2024: £500,000).

Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights.

The retained earnings reserve represents cumulative profits or losses, including unrealised profit on the remeasurement of non-current investments. Included within the profit and loss reserve are non-distributable reserves totalling £11,186,454 (2024: £11,186,454)

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was qualified and the auditor reported as follows:

Adverse opinion on financial statements

We have audited the financial statements of Dudman Holdings Limited (the 'company') for the year ended 30 September 2025 which comprise , the balance sheet 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).

Basis for adverse opinion

The company is the parent of a medium-sized group as defined by the Companies Act 2006 and is required by section 399 of the Companies Act 2006 to prepare consolidated financial statements. As explained in Note 1.2, the company has not prepared consolidated financial statements and has instead prepared individual company financial statements under the small companies regime, which the company is ineligible for under Section 384 of the Companies Act 2006.

We have completed our audit of the individual company financial statements and comparatives in accordance with ISAs (UK) and we obtained sufficient appropriate audit evidence regarding those individual figures. Our adverse opinion does not arise from any identified misstatements related to the transactions, balances and disclosures of the company itself.

However, because the company has prepared financial statements under the small companies regime when ineligible, the financial statements as a whole do not comply with the Companies Act 2006 and fail to give a true and fair view under UK GAAP.

The absence of consolidation is material and pervasive, and we are unable to quantify the full impact as no consolidated information has been prepared by management.

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 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.

At the year end the company owed the director £28,922 (2024: £Nil) representing advances made in the year. There are no fixed repayment terms, the balance is considered to be repayable on demand and no interest is charged.

During the year the company had the following transactions with related parties, all of whom are related parties by virtue of having either common directors or shareholders.

At the balance sheet date, a net amount of £122,000 (2024 - £3,000 debtor) was owed by the company to Adenstar Limited and is included within other creditors.

At the balance sheet date, a net amount of £6,395 (2024 - £2,564) was owed to the company from Dudman Chantry (Industries) Limited and is included within other debtors.

At the balance sheet date, a net amount of £Nil (2024 - £17,666) was owed to the company from D&P Bev. Limited and is included within other debtors.

At the balance sheet date, a net amount of £7,597 (2024 - £2,339,149) was owed to the company from Devets Limited and is included within other debtors.

At the balance sheet date, a net amount of £Nil (2024 - £98,282) was owed to the company from Tangent.Energy Hybrid Hire Limited and is included within other debtors.

At the balance sheet date, a net amount of £Nil (2024 - £186,829) was owed to the company from Tangent.Energy Systems Limited and is included within other debtors.

At the balance sheet date, a net amount of £699 (2024 - £699) was owed to the company from Rich Distribution Limited and is included within other debtors.

At the balance sheet date, a net amount of £1,703,096 (2024 - £Nil) was owed to the company from Morscott 34 Limited and is included within other debtors.

Reconstruction

On 11 December 2025 Shoreham Cement Works Limited took control over the shares of Dudman Holdings Limited.

On 16 December 2025 Morscott 31 Limited took control over the shares of of Dudman Holdings Limited.

At the time of preparing these financial statements, the immediate parent company of Dudman Holdings Limited is Morscott 31 Limited, the ultimate controlling party is Mr S Dudman.

As a result of the reconstruction exercise which took place on 16 December 2025, the deferred tax liability that existed on 30 September 2025 of £3,260,200 was relinquished and the statement of comprehensive income was credited with this amount.

Property disposal

On 16 December 2025 the company completed the disposal of its investment property. The disposal was structured in two parts, relating to two separate titles:

Distribution in Specie: Property was distributed to the company's shareholder as a distribution in specie. The fair value of the distributed interest at the date of disposal was £19,000,000.

Sale: The remaining title of the property was sold to a connected company for consideration of £6,000,000, representing the fair value of the title.

As a result of the disposal, securities over the property from bank and other loans were discharged.

The disposal of the property represents the disposal of the company's operation of holding investment property for rental income and capital appreciation.

Loss of control over subsidiary companies

On 18 February 2026 a compulsory winding-up order was issued by the High Court of Justice in respect of three of the company's subsidiaries: Dudman Aggregates Limited, Dudman Ready Mixed Concrete Limited and Dudman Haulage Limited.

As a result of these orders, Dudman Holdings Limited has ceased to exercise control over the financial and operating policies of these entities.

The ultimate controlling party is Mr S Dudman.