Selo Holdings Limited

Contents
	Page
Strategic Report	1—2
Directors' Report	3—4
Independent Auditor's Report	5—7
Consolidated Profit and Loss Account	8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10—11
Company Balance Sheet	12
Consolidated Statement of Changes in Equity	13
Company Statement of Changes in Equity	14
Consolidated Statement of Cash Flows	15
Notes to the Consolidated Statement of Cash Flows	16
Company Statement of Cash Flows	17
Notes to the Company Statement of Cash Flows	18
Notes to the Financial Statements	19—30

The directors present their strategic report for the period ended 31 December 2024.

Review of the Business

The group trades under the brand name Selo and supplies a range of door sets to the UK construction industry, including timber doors, sliding pocket doors, timber door sets and temporary fire doors.

During the year, the group acquired the business and assets of Modulo, a business manufacturing and supplying timber door sets. The acquisition allows the group to extend its product offerings into the same market sector.

Revenue for the 9 month period was £15,500,444. The gross profit percentage increased to 40% from 38% in 2023. The increase reflects a positive performance in the challenging economic environment affecting suppliers in the construction industry resulting in increased competition.

The results of the group for the year, as set out on pages 9 and 10, show a profit on ordinary activies after tax of £914,762 (2023 £1,041,316).

Key performance indicators

2024 2023

Turnover £15,500,444 £17,945,126

Gross profit £6,201,518 £6,815,528

EBITDA £1,435,887 £1,723,193

At the end of 2024, the business was operating from three main sites in Milton Keynes, Atherstone and Yeovil. In order to improve efficiency and provide the capacity to meet growth targets, the business was consolidated into one new site in Milton Keynes and a total of £1.6mil was invested into the production equipment and leasehold improvements. In addition, a further £0.5mil has been invested in inventory mainly to provide customers with shortened lead times and also to support the launch of new products.

This investment has resulted in the group being well placed to take advantage of growth opportunities which would not otherwise have been opened to the group. At the time of signing the accounts, the order book turnover is ahead of the equivalent period in the previous year.

The investment in fixed assets and working capital has been financed by a combination of new invoice discounting facility of £3.5mil and equipment finance.

In undertaking this going concern assessment the Directors have given due consideration to the above investment, the group's net current assets at the year end, banking facilities, historical and current trading, together with forward looking projections.

The directors have taken all of the above into consideration and have concluded that the group will have sufficient financing for the next twelve months

Page 1

Page 2

Selo Holdings Limited

Strategic Report (continued)

For the Period 1 April 2024 to 31 December 2024

Principal Risks and Uncertainties

The main risks result from the economic uncertainty in the construction market and the impact this has on the competitive environment. The group manages competitive risks through providing a responsive customer service and offering a diverse range of products to its customer base that aim to simplify bespoke and complex building methods.

In addition to the market risks, the financial risks faced by the business include credit, reliance on key suppliers and liquidity.

Credit Risk

The group's credit risk is primarily attributable to its trade debtors. Credit risk is managed by running credit checks on new customers, obtaining credit insurance and by monitoring payments against contractual agreements.

Suppliers

The group relies upon a number of key suppliers. Failure of one of these suppliers will adversely affect the group's ability to deliver its products. Where practical the company avoids reliance upon a single supplier and closely monitors their performance.

Liquidity Risk

The group monitors cash flow as part of its day to day control procedures. The Board considers cash flow projections on a regular basis and ensures that appropriate facilities are available to be drawn upon as necessary.

On behalf of the board

Mr Hans Purdom

Director

21/05/2026

Page 2

Page 3

Selo Holdings Limited

Company No. 12516490

Directors' Report For the Period 1 April 2024 to 31 December 2024

Directors' Report

The directors present their report and the financial statements for the period ended 31 December 2024.

Principal Activity

The group's principal activity continues to be that of manufacturing and supplying door systems.

Dividends

The value of dividends paid amounted to £271,774 .

The directors recommended a final dividend of £271,774 .

Directors

The directors who held office during the period were as follows:

Mr Hans Purdom

Mr Andrew Purdom

Mr Harry Purdom

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 company and the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

Page 3

Page 4

Selo Holdings Limited

Directors' Report (continued)

For the Period 1 April 2024 to 31 December 2024

Independent Auditors

The auditors, Riverside Accountancy Lancaster Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Mr Hans Purdom

Director

21/05/2026

Page 4

Page 5

Independent Auditor's Report

to the Members of

Selo Holdings Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Selo Holdings Limited (the "parent company") and its subsidiaries (the "group") for the period ended 31 December 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement, Company Cash Flow Statement 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

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 31 December 2024 and of the group's profit/(loss) for the period 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.

Material Uncertainty related to Going Concern

We draw attention to Note 1.4, which indicates that the Group has limited cash resources available to meet liabilities as they fall due within the next twelve months. As stated in note 1.4, the Group’s cash flow forecasts indicate that additional financing may be required in order for the Group to meet its obligations as they fall due.

These events and conditions, along with the other matters set out in Note 1.4, indicate the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

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. In connection with our audit of the financial statements, 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 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 the audit:

the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Page 5

Page 6

Independent Auditor's Report (continued)

to the Members of

Selo Holdings Limited

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the group and 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 or returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3—4, 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 and 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.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Review of directors’ minutes and review of nominal postings for legal and professional fees ensured we identified any regulatory compliance issues and laws that the company must follow in the year and to the date of signing the financial statements.

- The assessment of fraud was considered as low due to the segregation of duties seen, the low levels of cash handled and the regular reporting required of the company to its shareholders.

- A review of journal entries and consideration of their appropriateness was carried out through the audit.

- During the audit we speak to management, test the systems and speak to various members of the finance function to understand the entity its processes and the nature of trade to assist in determining if the financial statements are true and fair.

- Challenging assumptions made by management in making their significant accounting estimates.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

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

Other Matters

The financial statements for the prior year which are presented as comparative figures, have not been audited as there was no stautory requirement to do so.

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 that 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Page 6

Page 7

Independent Auditor's Report (continued)

to the Members of

Selo Holdings Limited

Lyndsay Nicholson FCA (Senior Statutory Auditor)

for and on behalf of Riverside Accountancy Lancaster Limited , Statutory Auditor

21/05/2026

Riverside Accountancy Lancaster Limited

Suite 2, 2 Mannin Way

Lancaster Business Park

Caton Road

Lancaster

LA1 3SU

Page 7

Page 8

Selo Holdings Limited

Consolidated Profit and Loss Account

For the Period 1 April 2024 to 31 December 2024

Consolidated Profit and Loss Account

		31 December 2024	31 March 2024
	Notes	£	£
TURNOVER	2	15,500,444	17,945,125
Cost of sales		(9,298,926 )	(11,129,600 )

GROSS PROFIT		6,201,518	6,815,525

Administrative expenses		(5,131,147 )	(5,256,334 )

OPERATING PROFIT	3	1,070,371	1,559,191
Exceptional items		(122,258)	(40,753)
Loss on disposal of fixed assets		(1,165 )	(388 )
Other interest receivable and similar income	9	46,686	9,359
Interest payable and similar charges	10	(1,256 )	(418 )

PROFIT BEFORE TAXATION		992,378	1,526,991
Tax on Profit	11	(77,802 )	(485,675 )

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL PERIOD		914,576	1,041,316


Profit attributable to:
Owners of the parent		848,257	1,041,316
Non-controlling interest		66,319	-

		914,576	1,041,316

The notes on pages 16 to 30 form part of these financial statements.

Page 8

Page 9

Selo Holdings Limited

Consolidated Statement of Comprehensive Income

For the Period 1 April 2024 to 31 December 2024

Consolidated Statement of Comprehensive Income

	31 December 2024	31 March 2024
	£	£
Profit for the financial year	914,576	1,041,316

Other comprehensive income for the period	-	-

Total comprehensive income for the period	914,576	1,041,316


Total comprehensive income attributable to:
Owners of the parent	848,257	1,041,316
Non-controlling interest	66,319	-

	914,576	1,041,316

Page 9

Page 10

Selo Holdings Limited

Consolidated Balance Sheet

As At 31 December 2024

Consolidated Balance Sheet

Registered number: 12516490

		31 December 2024		31 March 2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	12		609,080		643,976
Tangible Assets	13		902,563		103,949

			1,511,643		747,925
CURRENT ASSETS
Stocks	15	1,986,054		899,487
Debtors	16	4,858,699		4,935,069
Cash at bank and in hand		1,859,089		961,979

		8,703,842		6,796,535
Creditors: Amounts Falling Due Within One Year	17	(3,461,334 )		(2,709,197 )

NET CURRENT ASSETS (LIABILITIES)			5,242,508		4,087,338

TOTAL ASSETS LESS CURRENT LIABILITIES			6,754,151		4,835,263

Creditors: Amounts Falling Due After More Than One Year	18		(134,798 )		-

PROVISIONS FOR LIABILITIES
Deferred Taxation	20		(213,428 )		(22,029 )

NET ASSETS			6,405,925		4,813,234

CAPITAL AND RESERVES
Called up share capital	22		610		610
Share premium account			949,889		-
Other reserves			3,838,947		3,838,947
Profit and Loss Account			1,550,160		973,677

Equity attributable to owners of the parent			6,339,606		4,813,234
Non-controlling interest			66,319		-

TOTAL EQUITY			6,405,925		4,813,234

Page 10

Page 11

Selo Holdings Limited

Consolidated Balance Sheet (continued)

As At 31 December 2024

On behalf of the board

Mr Hans Purdom

Director

21/05/2026

The notes on pages 16 to 30 form part of these financial statements.

Page 11

Page 12

Selo Holdings Limited

Company Balance Sheet

As At 31 December 2024

Company Balance Sheet

Registered number: 12516490

		31 December 2024		31 March 2024
	Notes	£	£	£	£
FIXED ASSETS
Investments	14		5,541,339		5,541,139

			5,541,339		5,541,139
CURRENT ASSETS
Debtors	16	1,755,753		957,110

		1,755,753		957,110
Creditors: Amounts Falling Due Within One Year	17	(1,731,773 )		(959,520 )

NET CURRENT ASSETS (LIABILITIES)			23,980		(2,410 )

TOTAL ASSETS LESS CURRENT LIABILITIES			5,565,319		5,538,729

NET ASSETS			5,565,319		5,538,729

CAPITAL AND RESERVES
Called up share capital	22		610		610
Other reserves			5,403,048		5,403,048
Profit and Loss Account			161,661		135,071

SHAREHOLDERS' FUNDS			5,565,319		5,538,729

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit for the period was £ 298,364 (2024: £ 397,166 profit).

On behalf of the board

Mr Hans Purdom

Director

21/05/2026

The notes on pages 16 to 30 form part of these financial statements.

Page 12

Page 13

Selo Holdings Limited

Consolidated Statement of Changes in Equity

For the Period 1 April 2024 to 31 December 2024

Consolidated Statement of Changes in Equity

	Share Capital	Share Premium	Other reserves	Profit and Loss Account
	£	£	£	£
As at 1 April 2023	610	-	3,838,947	192,706
Profit for the year and total comprehensive income	-	-	-	1,041,316

Dividends paid	-	-	-	(260,345)

As at 31 March 2024 and 1 April 2024	610	-	3,838,947	973,677


Profit for the period and total comprehensive income	-	-	-	848,257

Dividends paid	-	-	-	(271,774)
Arising on shares issued during the period	-	949,889	-	-

As at 31 December 2024	610	949,889	3,838,947	1,550,160

	Total Attributable to Parent	Non-controlling interest	Total
	£	£	£
As at 1 April 2023	4,032,263	-	4,032,263
Profit for the year and total comprehensive income	1,041,316	-	1,041,316

Dividends paid	(260,345)	-	(260,345)

As at 31 March 2024 and 1 April 2024	4,813,234	-	4,813,234


Profit for the period and total comprehensive income	848,257	66,319	914,576

Dividends paid	(271,774)	-	(271,774)
Arising on shares issued during the period	949,889	-	949,889

As at 31 December 2024	6,339,606	66,319	6,405,925

Page 13

Page 14

Selo Holdings Limited

Company Statement of Changes in Equity

For the Period 1 April 2024 to 31 December 2024

Company Statement of Changes in Equity

	Share Capital	Other reserves	Profit and Loss Account	Total
	£	£	£	£
As at 1 April 2023	610	5,403,048	(1,750 )	5,401,908
Profit for the year and total comprehensive income	-	-	397,166	397,166

Dividends paid	-	-	(260,345)	(260,345)

As at 31 March 2024 and 1 April 2024	610	5,403,048	135,071	5,538,729


Profit for the period and total comprehensive income	-	-	298,364	298,364

Dividends paid	-	-	(271,774)	(271,774)

As at 31 December 2024	610	5,403,048	161,661	5,565,319

Page 14

Page 15

Selo Holdings Limited

Consolidated Statement of Cash Flows

For the Period 1 April 2024 to 31 December 2024

Consolidated Statement of Cash Flows

		31 December 2024	31 March 2024
	Notes	£	£
Cash flows from operating activities
Net cash generated from operations	1	1,523,760	683,550
Interest paid		(1,256 )	(418 )
Tax paid		(271,851 )	(100,439 )

Net cash generated from operating activities		1,250,653	582,693

Cash flows from investing activities
Purchase of intangible assets		(399,609 )	(248,322 )
Proceeds from disposal of intangible assets		30,285	3,829
Purchase of tangible assets		(882,638 )	(36,026 )
Proceeds from disposal of tangible assets		8,893	(3,967 )
Interest received		46,686	9,359

Net cash used in investing activities		(1,196,383 )	(275,127 )

Cash flows from financing activities
Proceeds from issue of share capital		949,889	-
Equity dividends paid		(271,774 )	(260,345 )
Repayment of finance leases		165,205	-

Net cash generated from/(used in) financing activities		843,320	(260,345 )



Increase in cash and cash equivalents		897,590	47,221
Cash and cash equivalents at beginning of period	2	961,499	914,278

Cash and cash equivalents at end of period	2	1,859,089	961,499

Page 15

Page 16

Selo Holdings Limited

Notes to the Consolidated Statement of Cash Flows

For the Period 1 April 2024 to 31 December 2024

Notes to the Consolidated Statement of Cash Flows

1. Reconciliation of profit for the financial period to cash generated from operations

	31 December 2024	31 March 2024
	£	£
Profit for the financial period	914,576	1,041,316
Adjustments for:
Tax on profit	77,802	485,675
Interest expense	1,256	418
Interest income	(46,686 )	(9,359 )
Amortisation of intangible assets	65,248	35,807
Depreciation of tangible assets	46,881	43,733
Impairment of tangible assets	253,387	84,462
Profit on disposal of intangible assets	(11,486)	(3,829)
Loss on disposal of tangible assets	12,651	4,217
Movements in working capital:
(Increase)/decrease in stocks	(1,086,567 )	85,465
Decrease/(increase) in trade and other debtors	76,370	(1,380,589 )
Increase in trade and other creditors	1,220,328	296,234

Net cash generated from operations	1,523,760	683,550

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	31 December 2024	31 March 2024
	£	£
Cash at bank and in hand	1,859,089	961,979
Overdraft facilities repayable on demand	-	(480 )

Cash and cash equivalents as stated in the Statement of Cash Flows	1,859,089	961,499

3. Analysis of changes in net funds

	As at 1 April 2024	Cash flows	As at 31 December 2024
	£	£	£
Cash at bank and in hand	961,979	897,110	1,859,089
Overdraft facilities repayable on demand	(480)	480	-

Cash and cash equivalents	961,499	897,590	1,859,089
Finance leases	-	(165,205)	(165,205)

	961,499	732,385	1,693,884

Page 16

Page 17

Selo Holdings Limited

Company Statement of Cash Flows

For the Period 1 April 2024 to 31 December 2024

Company Statement of Cash Flows

		31 December 2024	31 March 2024
	Notes	£	£
Cash flows from operating activities
Net cash used in operations	1	(35,622 )	-

Net cash used in operating activities		(35,622 )	-

Cash flows from investing activities
Purchase of other fixed asset investments		(200 )	(137,481 )
Interest received		35,822	-
Dividends received		271,774	397,826

Net cash generated from investing activities		307,396	260,345

Cash flows from financing activities
Equity dividends paid		(271,774 )	(260,345 )



Increase/(decrease) in cash and cash equivalents		-	-
Cash and cash equivalents at beginning of period	2	-	-

Cash and cash equivalents at end of period	2	-	-

Page 17

Page 18

Selo Holdings Limited

Notes to the Company Statement of Cash Flows

For the Period 1 April 2024 to 31 December 2024

Notes to the Company Statement of Cash Flows

1. Reconciliation of profit for the financial period to cash used in operations

	31 December 2024	31 March 2024
	£	£
Profit for the financial period	298,364	397,166
Adjustments for:
Tax on profit	7,949	-
Interest income	(35,822 )	-
Income from shares in group undertakings	(271,774)	(397,826)
Movements in working capital:
Increase in trade and other debtors	(798,643 )	(957,110 )
Increase in trade and other creditors	764,304	957,770

Net cash used in operations	(35,622 )	-

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

3. Analysis of changes in net funds/(debt)

Page 18

Page 19

Selo Holdings Limited

Notes to the Financial Statements

For the Period 1 April 2024 to 31 December 2024

Notes to the Financial Statements

1. Accounting Policies

1.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006. The financial statements are presented in pounds sterling (£), which is the company's functional and presentational currency. Amounts have been rounded to the nearest £1.

1.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December 2024.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.

Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.

1.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

Page 19

Page 20

Selo Holdings Limited

Notes to the Financial Statements (continued)

For the Period 1 April 2024 to 31 December 2024

1.4. Going Concern Disclosure

The financial statements have been prepared on a going concern basis. In making this assessment the directors have considered the Group’s financial position, including its significant reserves and the most recent month of favourable trading.

However, the Group has incurred accumulated trading losses during the 15 month period following the year end, which has put pressure on the Groups’ liquidity.

The directors have reviewed cash flow forecasts and believe that the Group will have sufficient working capital to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements. Their assessment is dependent on the continued availability of the Group’s invoice discounting and overdraft facilities, and the committed financial support of its shareholders who have confirmed their intention to provide additional funding should it be required.

However the requirement for continued funding and shareholder support indicates the existence of a material uncertainty which may cast a material doubt over the Group’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.

1.5. Significant judgements and estimations

The following judgements and estimations have been made in the process of applying the company's accounting polices that have had the most significant effect on amounts recognised in the financial statements.

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 it affects only that period or in both current and future periods.

Useful economic lives of tangible fixed assets

The annual deprecation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. These are assessed by the directors on an annual basis.

Stock provisions

The ongoing stock value is reviewed for impairment based on orders in place and also stock holding days. These are assessed by the directors on an annual basis.

1.6. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

1.7. Intangible Fixed Assets and Amortisation - Goodwill

Goodwill represents the excess of the cost of a business combination over the fair value of the group’s share of the identifiable net assets, liabilities and contingent liabilities acquired.

Goodwill arising on the acquisition of subsidiaries is included in Intangible Assets. Goodwill arising on the acquisition of associates and joint ventures is included in the related equity accounted investment value.

Goodwill is amortised over its expected useful life which is estimated to be 5 years.

Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the profit and loss account. No reversals of impairment are recognised.

1.8. Intangible Fixed Assets and Amortisation - Other Intangible

Other intangible assets is software and product development. They are amortised to the profit and loss account over its estimated economic life of 6 years.

Page 20

Page 21

Selo Holdings Limited

Notes to the Financial Statements (continued)

For the Period 1 April 2024 to 31 December 2024

1.9. Research and Development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised to the profit and loss on a straight line basis over their expected useful economic life of 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project the expenditure is treated as if it were all incurred in the research phase only.

1.10. Intangible Fixed Assets and Amortisation - Intellectual Property

Intellectual property assets are trade marks and patents. They are amortised to the profit and loss account over its estimated economic life of 6 years.

1.11. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Leasehold	20% Straight Line
Plant & Machinery	20% Straight Line
Motor Vehicles	20% Straight Line
Fixtures & Fittings	20% Straight Line
Computer Equipment	20% Straight Line

1.12. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

1.13. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.

Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.

1.14. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

Page 21

Page 22

Selo Holdings Limited

Notes to the Financial Statements (continued)

For the Period 1 April 2024 to 31 December 2024

1.15. Financial Instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

1.16. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

1.17. Taxation

Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the period, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2. Turnover by Geographic Analysis

Analysis of turnover by geographical market is as follows:

	31 December 2024	31 March 2024
	£	£
United Kingdom	15,497,741	17,940,142

	15,497,741	17,940,142

Page 22

Page 23

Selo Holdings Limited

Notes to the Financial Statements (continued)

For the Period 1 April 2024 to 31 December 2024

3. Operating Profit

The operating profit is stated after charging:

	31 December 2024	31 March 2024
	£	£
Bad debts	19,988	6,749
Research and Development Costs	572,303	604,622
Depreciation of tangible fixed assets	46,881	43,733
Amortisation of intangible fixed assets	65,248	35,807
Impairment losses - intangible fixed assets	337,849	-

4. Auditor's Remuneration

Remuneration received by the group's auditors and their associates during the period was as follows:

	31 December 2024	31 March 2024
	£	£
Audit Services
Audit of the company's financial statements	8,440	2,000

5. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	31 December 2024	31 March 2024
	£	£
Wages and salaries	2,339,740	2,553,681
Social security costs	205,057	226,968
Other pension costs	41,504	41,431

	2,586,301	2,822,080

6. Average Number of Employees

Group

Average number of employees, including directors, during the period was: 63 (2024: 37)

Company

Average number of employees, including directors, during the period was: 3 (2024: 2)

7. Directors' remuneration

	31 December 2024	31 March 2024
	£	£
Emoluments	13,500	18,000

	13,500	18,000

Page 23

Page 24

Selo Holdings Limited

Notes to the Financial Statements (continued)

For the Period 1 April 2024 to 31 December 2024

8. Share-Based Payments

There is a Share incentive scheme for the employees where shares were issued and held by the employees in relation to targets as defined in the Articles of Association of the subsidiary company. As at 31 December 2024 there were 300 shares held in trust within this scheme. During the year ended 31 December 2024 there were no transactions in relation to this scheme.

9. Interest Receivable and Similar Income

	31 December 2024	31 March 2024
	£	£
Bank interest receivable	10,864	9,359
Other interest receivable type A	35,822	-

	46,686	9,359

10. Interest Payable

	31 December 2024	31 March 2024
	£	£
Finance charges payable under finance leases and hire purchase contracts	1,256	418

	1,256	418

11. Tax on Profit

	Tax Rate		31 December 2024	31 March 2024
	31 December 2024	31 March 2024	£	£
UK Corporation Tax	25.0%	25.0%	89,307	474,755
Prior period adjustment			(202,904 )	-

Total Current Tax Charge			(113,597 )	474,755
Deferred taxation RT			191,399	10,920

Total tax charge for the period			77,802	485,675


			31 December 2024	31 March 2024
			£	£
Profit before tax			992,378	1,526,991

Breakdown of tax charge is:
Tax on profit at 25% (UK standard rate)			248,094	381,748
Goodwill/depreciation not allowed for tax			15,162	12,833
Expenses not deductible for tax purposes			2,079	26
Tax losses utilised			(800 )	-
Capital allowances			(159,769 )	(7,407 )
Short term timing differences			176,023	105,745

...CONTINUED

Page 24

Page 25

Selo Holdings Limited

Notes to the Financial Statements (continued)

For the Period 1 April 2024 to 31 December 2024

Prior period adjustment	(202,904 )	-
Difference in tax rates	(83 )	(7,270 )

Total tax charge for the period	77,802	485,675

12. Intangible Assets

Group

	Goodwill	Other	Development Costs	Intellectual Property	Total
	£	£	£	£	£
Cost
As at 1 April 2024	137,097	121,598	337,849	135,889	732,433
Additions	182,207	212,456	-	4,946	399,609
Disposals	-	(27,227 )	-	-	(27,227 )

As at 31 December 2024	319,304	306,827	337,849	140,835	1,104,815

Amortisation
As at 1 April 2024	-	12,451	-	76,006	88,457
Provided during the period	45,801	23,948	-	8,108	77,857
Impairment losses	-	-	337,849	-	337,849
Disposals	-	(8,428 )	-	-	(8,428 )

As at 31 December 2024	45,801	27,971	337,849	84,114	495,735

Net Book Value
As at 31 December 2024	273,503	278,856	-	56,721	609,080

As at 1 April 2024	137,097	109,147	337,849	59,883	643,976

Company

The company had no intangible fixed assets as at 31 December 2024 or 31 March 2024.

13. Tangible Assets

Group

	Land & Property
	Leasehold	Plant & Machinery	Motor Vehicles	Fixtures & Fittings
	£	£	£	£
Cost
As at 1 April 2024	-	98,743	62,276	50,627
Additions	15,878	772,943	31,530	19,782
Disposals	-	(9,066 )	(22,945 )	-

As at 31 December 2024	15,878	862,620	70,861	70,409

...CONTINUED

Page 25

Page 26

Selo Holdings Limited

Notes to the Financial Statements (continued)

For the Period 1 April 2024 to 31 December 2024

Depreciation
As at 1 April 2024	-	72,175	45,068	38,950
Provided during the period	1,852	29,144	5,186	5,771
Disposals	-	(907 )	(9,560 )	-

As at 31 December 2024	1,852	100,412	40,694	44,721

Net Book Value
As at 31 December 2024	14,026	762,208	30,167	25,688

As at 1 April 2024	-	26,568	17,208	11,677


	Computer Equipment	Total
	£	£
Cost
As at 1 April 2024	221,334	432,980
Additions	42,505	882,638
Disposals	-	(32,011 )

As at 31 December 2024	263,839	1,283,607

Depreciation
As at 1 April 2024	172,838	329,031
Provided during the period	20,527	62,480
Disposals	-	(10,467 )

As at 31 December 2024	193,365	381,044

Net Book Value
As at 31 December 2024	70,474	902,563

As at 1 April 2024	48,496	103,949

Company

The company had no tangible fixed assets as at 31 December 2024 or 31 March 2024.

14. Investments

Company

	Unlisted
	£
Cost or Valuation
As at 1 April 2024	5,541,139
Additions	200

As at 31 December 2024	5,541,339

Provision
As at 1 April 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	5,541,339

As at 1 April 2024	5,541,139

Page 26

Page 27

Selo Holdings Limited

Notes to the Financial Statements (continued)

For the Period 1 April 2024 to 31 December 2024

Subsidiaries

Details of the group's subsidiaries as at 31 December 2024 are as follows:

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
Linear Building Innovations Limited	Selo House 3b Michigan Drive, Tongwell, Milton Keynes, England, MK15 8HQ	Ordinary	90.00%	-
Selo Global Limited	Selo House 3b Michigan Drive, Tongwell, Milton Keynes, England, MK15 8HQ	Ordinary	100.00%	-
Selo Construction Limited	Selo House 3b Michigan Drive, Tongwell, Milton Keynes, England, MK15 8HQ	Ordinary	100.00%	-
Selo Innovations Inc	838 WALKER ROAD, SUITE 21-2, DOVER DE, 19904	Common	-	100.00%

The aggregate capital and reserves and the result for the period of the subsidiaries listed above was as follows:

15. Stocks

	31 December 2024	31 March 2024
	£	£
Stock	1,745,587	703,084
Work in progress	240,467	196,403

	1,986,054	899,487

16. Debtors

	Group		Company
	31 December 2024	31 March 2024	31 December 2024	31 March 2024
	£	£	£	£
Due within one year
Trade debtors	2,825,059	3,722,450	-	-
Prepayments and accrued income	158,550	290,505	-	-
Other debtors	1,875,090	922,114	1,755,753	957,110

	4,858,699	4,935,069	1,755,753	957,110

17. Creditors: Amounts Falling Due Within One Year

	Group		Company
	31 December 2024	31 March 2024	31 December 2024	31 March 2024
	£	£	£	£
Net obligations under finance lease and hire purchase contracts	30,407	-	-	-
Trade creditors	2,786,445	1,608,424	-	-
Bank loans and overdrafts	-	480	-	-
Corporation tax	89,307	474,755	7,949	-
Other taxes and social security	108,262	58,682	-	-
VAT	43,438	319,417	-	-

...CONTINUED

Page 27

Page 28

Selo Holdings Limited

Notes to the Financial Statements (continued)

For the Period 1 April 2024 to 31 December 2024

Other creditors	141,639	129,026	-	-
Accruals and deferred income	261,836	118,413	1,400	2,410
Amounts owed to group undertakings	-	-	1,722,424	957,110

	3,461,334	2,709,197	1,731,773	959,520

18. Creditors: Amounts Falling Due After More Than One Year

	Group
	31 December 2024	31 March 2024
	£	£
Net obligations under finance lease and hire purchase contracts	134,798	-

	134,798	-

The companies borrowings are secured against their assets by a charge registered at Companies House in favour of HSBC INVOICE FINANCE (UK) LTD dated 24th March 2025.

19. Obligations Under Finance Leases and Hire Purchase

	Group
	31 December 2024	31 March 2024
	£	£
The maturity of these amounts is as follows:
Within one year	30,407	-
Between one and five years	134,798	-

	165,205	-

	165,205	-

20. Deferred Taxation

The provision for deferred tax is made up as follows:

	31 December 2024	31 March 2024
	£	£
Deferred Tax	213,428	22,029

21. Provisions for Liabilities

	Deferred Tax
	£
As at 1 April 2024	22,029
Additions	191,399

Balance at 31 December 2024	213,428

Page 28

Page 29

Selo Holdings Limited

Notes to the Financial Statements (continued)

For the Period 1 April 2024 to 31 December 2024

22. Share Capital

	31 December 2024	31 March 2024
Allotted, called up but not fully paid	£	£
150 Ordinary A shares of £ 1.000 each	150	200
200 Ordinary B shares of £ 1.000 each	200	200
150 Ordinary C shares of £ 1.000 each	150	100
10 Ordinary D shares of £ 1.000 each	10	10
100 Ordinary E shares of £ 1.000 each	100	100

	610	610

During the year 50 A Shares were reclassified to C Shares.

23. Financial Instruments

The company holds certain financial instruments which are measured at fair value through the profit or loss in accordance with FRS 102. Changes in fair value are recognised in the profit and loss account as they arise.

24. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	31 December 2024	31 March 2024
	£	£
Not later than one year	856,851	254,806
Later than one year and not later than five years	3,012,222	758,201

	3,869,073	1,013,007

25. Pension Commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the period the charge to the profit and loss account in respect of defined contribution schemes was £41,504 (2024: £41,431).

At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.

26. Directors Advances, Credits and Guarantees

Included within Debtors are the following loans to directors:

	As at 1 April 2024	Amounts advanced	Amounts repaid	Amounts written off	As at 31 December 2024
	£	£	£	£	£
Mr Hans Purdom	338,684	522,964	(77,828 )	-	783,820
Mr Andrew Purdom	421,861	218,815	(76,148 )	-	564,528
Mr Harry Purdom	104,264	287,800	(79,050 )	-	313,094

The above loan is unsecured, interest chargeable at 2.25% and repayable on demand.

Page 29

Page 30

Selo Holdings Limited

Notes to the Financial Statements (continued)

For the Period 1 April 2024 to 31 December 2024

27. Dividends

	31 December 2024	31 March 2024
	£	£
On equity shares:
Final dividend paid	271,774	260,345

	271,774	260,345

28. Reserves

Group

Merger reserve - This is a non-statutory reserve as a result of using the merger accounting method due to a group restructure. It is non-distributable.

Company

Called up share capital represents the nominal value of shares that have been issued and are fully paid.

Share premium account represents the excess received over the nominal value of shares issued, less any costs directly attributal to the issue of shares.

Profit and loss account represents cumulative profits and losses retained by the company, net of dividends paid.

29. Controlling Parties

The company's ultimate controlling party are the directors by virtue of their interest in the share capital of the company.

30. General Information

Selo Holdings Limited is a private company, limited by shares, incorporated in England & Wales, registered number 12516490 . The registered office is Selo House, 3B Michigan Drive, Tongwell, Milton Keynes, MK15 8HQ.

Page 30