Howard Sandcliffe Investments 3 Limited - Limited company accounts 25.1

REGISTERED NUMBER: 06181130 (England and Wales)

REPORT OF THE DIRECTOR AND

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026

FOR

HOWARD SANDCLIFFE INVESTMENTS 3 LIMITED

Page

Company Information

1

Report of the Director

2

Consolidated Income Statement

3

Consolidated Balance Sheet

4

Company Balance Sheet

6

Notes to the Consolidated Financial Statements

8

DIRECTOR:

J Latimer

REGISTERED OFFICE:

2 Manor Farm Court, Old Wolverton Road,

Milton Keynes

Buckinghamshire

MK12 5NN

REGISTERED NUMBER:

06181130 (England and Wales)

ACCOUNTANTS:

Ad Valorem Accountancy Services Limited

Chartered Certified Accountants

2 Manor Farm Court

Old Wolverton Road

Old Wolverton

Milton Keynes

Buckinghamshire

MK12 5NN

The director presents his report with the financial statements of the company and the group for the year ended 31 January 2026.

DIRECTOR

J Latimer held office during the whole of the period from 1 February 2025 to the date of this report.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

J Latimer - Director

17 June 2026

TURNOVER

6,715,308

3,994,192

Cost of sales

5,357,853

2,825,842

GROSS PROFIT

1,357,455

1,168,350

Administrative expenses

1,103,263

1,155,027

254,192

13,323

Other operating income

5,351

-

OPERATING PROFIT

4

259,543

13,323

Interest receivable and similar income

18,037

16,865

277,580

30,188

Interest payable and similar expenses

20,024

31,633

PROFIT/(LOSS) BEFORE TAXATION

257,556

(1,445

)

Tax on profit/(loss)

99,078

33,748

PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

158,478

(35,193

)

Profit/(loss) attributable to:

Owners of the parent

158,478

(35,193

)

FIXED ASSETS

Intangible assets

6

285,112

427,636

Tangible assets

7

134,953

183,623

Investments

8

-

420,065

611,259

CURRENT ASSETS

Debtors

9

699,017

973,743

Cash at bank and in hand

509,678

3

1,208,695

973,746

CREDITORS

Amounts falling due within one year

10

1,433,729

1,454,774

NET CURRENT LIABILITIES

(225,034

)

(481,028

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

195,031

130,231

CREDITORS

Amounts falling due after more than one
year

11

(45,984

)

(134,892

)

PROVISIONS FOR LIABILITIES

(40

)

(4,810

)

NET ASSETS/(LIABILITIES)

149,007

(9,471

)

CAPITAL AND RESERVES

Called up share capital

13

180

Share premium

179,820

Capital redemption reserve

20,000

Retained earnings

(50,993

)

(209,471

)

SHAREHOLDERS' FUNDS

149,007

(9,471

)

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 January 2026.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 January 2026 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

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

The financial statements were approved by the director and authorised for issue on 17 June 2026 and were signed by:

J Latimer - Director

FIXED ASSETS

Intangible assets

6

-

Tangible assets

7

-

Investments

8

3,664,210

CURRENT ASSETS

Cash at bank

83

85

CREDITORS

Amounts falling due within one year

10

3,066,666

3,063,798

NET CURRENT LIABILITIES

(3,066,583

)

(3,063,713

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

597,627

600,497

CAPITAL AND RESERVES

Called up share capital

13

180

Share premium

179,820

Capital redemption reserve

20,000

Retained earnings

397,627

400,497

SHAREHOLDERS' FUNDS

597,627

600,497

Company's loss for the financial year

(2,870

)

(2,131

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 January 2026.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 January 2026 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

The financial statements were approved by the director and authorised for issue on 17 June 2026 and were signed by:

J Latimer - Director

1.	STATUTORY INFORMATION

Howard Sandcliffe Investments 3 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

The company's place of business is Unit 4, New Bury Business Park, Mill Road, Slapton, Leighton Buzzard. LU7 9BT.

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

BASIS OF CONSOLIDATION

The financial statements consolidate the accounts of Howard Sandcliffe Investments 3 Limited and all of its subsidiary undertakings ('subsidiaries').

TURNOVER

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

GOODWILL

Goodwill, being the amount paid in connection with the acquisition of a business in 2008, is being amortised evenly over its estimated useful life of twenty years.

INTANGIBLE ASSETS

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

TANGIBLE FIXED ASSETS

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

25% on cost

Fixtures and fittings

-

25% on cost

Motor vehicles

-

25% on reducing balance

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

HIRE PURCHASE AND LEASING COMMITMENTS

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

INVESTMENT IN SUBSIDIARIES

Investments in subsidiary companies are stated at cost less any provision for impairment.

AMOUNTS RECOVERABLE ON CONTRACTS

Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recoding turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total costs expected for the contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.

DEBTORS AND CREDITORS RECEIVABLE/PAYABLE WITHIN ONE YEAR.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement in administrative expenses.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2025 - 1 ) .

The average number of employees by undertakings that were proportionately consolidated during the year was 9 (2025 - 10 ) .

4.	OPERATING PROFIT

The operating profit is stated after charging:

2026

2025

£

Depreciation - owned assets

6,312

8,882

Goodwill amortisation

142,524

5.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

6.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 February 2025

and 31 January 2026

2,850,544

AMORTISATION

At 1 February 2025

2,422,908

Charge for year

142,524

At 31 January 2026

2,565,432

NET BOOK VALUE

At 31 January 2026

285,112

At 31 January 2025

427,636

The directors have carried out an impairment review of the goodwill in the consolidated statement of financial position (note 8) relating to the trading subsidiary. The recoverable amount of the goodwill and the investment has been determined based on value in use calculations, using cash flow projections established by the directors and by applying a discount rate and growth rate comparable to market rates for other assets of a similar nature and risk.

As a result of the impairment testing, the directors are confident that the carrying value of goodwill in the consolidated statement of financial position and the investment in the company statement of financial position (note 8) is not impaired as the value in use exceeded the carrying value.

7.	TANGIBLE FIXED ASSETS

Group

Fixtures

Plant and

and

Motor

machinery

fittings

vehicles

Totals

£

COST

At 1 February 2025

4,476

55,643

275,655

335,774

Disposals

(1,337

)

(16,781

)

(15,250

)

(33,368

)

At 31 January 2026

3,139

38,862

260,405

302,406

DEPRECIATION

At 1 February 2025

3,738

52,852

95,561

152,151

Charge for year

259

1,063

44,865

46,187

Eliminated on disposal

(1,096

)

(15,358

)

(14,431

)

(30,885

)

At 31 January 2026

2,901

38,557

125,995

167,453

NET BOOK VALUE

At 31 January 2026

238

305

134,410

134,953

At 31 January 2025

738

2,791

180,094

183,623

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Motor

vehicles

£

COST

At 1 February 2025

and 31 January 2026

220,315

DEPRECIATION

At 1 February 2025

60,817

Charge for year

39,875

At 31 January 2026

100,692

NET BOOK VALUE

At 31 January 2026

119,623

At 31 January 2025

159,498

8.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 February 2025

and 31 January 2026

3,664,210

NET BOOK VALUE

At 31 January 2026

3,664,210

At 31 January 2025

3,664,210

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

SUBSIDIARY

Adex Interiors for Industry Ltd

Registered office: Unit 5 Avebury Court, Mark Road, Hemel Hempstead, Hertfordshire, HP2 7TA

Nature of business: Office interior design and supply

%

Class of shares:

holding

Ordinary

100.00

2026

2025

£

Aggregate capital and reserves

2,929,327

2,626,407

Profit for the year

302,720

109,461

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

2026

2025

£

Trade debtors

169,759

441,455

Amounts owed by group undertakings

406,052

363,585

Amounts recoverable on contract

92,809

132,397

Other debtors

30,397

36,306

699,017

973,743

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2026

2025

2026

2025

£

Bank loans and overdrafts

3,334

220,423

-

Hire purchase contracts

85,574

36,598

-

Payments received on account

740,262

362,151

-

Trade creditors

129,141

346,547

-

Amounts owed to group undertakings

-

3,015,812

3,014,227

Taxation and social security

239,917

223,093

-

Other creditors

235,501

265,962

50,854

49,571

1,433,729

1,454,774

3,066,666

3,063,798

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group

2026

2025

£

Bank loans

-

3,334

Hire purchase contracts

45,984

131,558

45,984

134,892

12.	SECURED DEBTS

The following secured debts are included within creditors:

Group

2026

2025

£

Bank loans

3,334

13,334

The group's bank borrowings are secured by fixed and floating charges over the assets of both group companies.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

180

Ordinary

£1

180

14.	ULTIMATE PARENT COMPANY

The company is a subsidiary of Adex Holdings Limited, a company incorporated in England & Wales. The registered office of Adex Holdings Limited is 2 Manor Farm Court, Old Wolverton Road, Old Wolverton, Milton Keynes, Buckinghamshire, MK12 5NN.

15.	OTHER FINANCIAL COMMITMENTS

Group

Total amounts contracted for but not provided in the financial statements amounted to £2,648 (2025: £26,521). These relate to operating leases.

16.	DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 January 2026 and 31 January 2025:

2026

2025

£

J Latimer

Balance outstanding at start of year

1,640

Amounts repaid

-

Amounts written off

-

Amounts waived

-

Balance outstanding at end of year

1,640

The director's loan is in the subsidiary, Adex Interiors for Industry Ltd, and is interest free and repayable on demand.

17.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

During the year, the group paid rent of £17,000 (2025: £16,504) to a limited liability partnership in which the director is a partner.