REGISTERED NUMBER: 13120574 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

FOR

MFL HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTOR:

S O'Sullivan

SECRETARY:

M O'Sullivan

REGISTERED OFFICE:

5 Argosy Court

Scimitar Way

Coventry

West Midlands

CV3 4GA

REGISTERED NUMBER:

13120574 (England and Wales)

AUDITORS:

Prime

Chartered Accountants

Statutory Auditor

Corner Oak

1 Homer Road

Solihull

B91 3QG

Based in Coventry, the company has over 50 years’ experience in complete building refurbishment. The staff are trained to the highest standards, using traditional and new methods of installation techniques. The company is dedicated to maintaining the top class service for which the company is known.

REVIEW OF BUSINESS

The company continues to operate to provide clients with superior service standards in the installation and refurbishment sector. This year saw another increase in the level of activity with an overall growth in sales of 2%. The growth has been achieved through an increase in overall customers as well as large contracts being received from pre-existing customers.

Gross profit margin saw an increase as a key performance indicator as a result of large economies of scale being provided by the increase in demand of supplies for more and larger projects.

Overall, the director is very pleased with the results that have been delivered, and they are very satisfied that they have been achieved as a result of a number of decisions that were made in recent years.

PRINCIPAL RISKS AND UNCERTAINTIES

There are no matters concerning financial risk which are material for the assessment of the assets, liabilities, financial position and profit or loss of the company with the exception of credit risk which the directors monitor closely. The company has a good credit control team and procedures and the directors consider that its current policies of credit checks meets its objective of managing exposure to credit risk.

Customer retention and the ability to secure more work through new and existing customers is critical to continued growth. The protection of the company's brand and reputation is considered to be a high level, albeit manageable risk. The director ensures high level service is maintained through monitoring of projects and ongoing discussions with customers.

FINANCIAL KEY PERFORMANCE INDICATORS

Our main financial KPIs are sales revenue, which saw a growth of 2% (2025 = £18.3M 2024 = £18M), gross margin, cost of sales and gross profit. Gross margin increased to 25.2% (2024 = 15.6%) with gross profit increasing by 9.5% (2025 = £4.6M 2024 = £2.8M).

The group continues to offer a high level of service to customers and this has resulted in an increase in the number of sales orders received.

The group also continues to show a strong balance sheet, with a net asset position of £8.6m (2024: £4.8m) as at the year end.

Overall the director is satisfied with the results achieved for the year and is confident that this success will continue.

FUTURE DEVELOPMENTS

High costs and interest rates, due to inflationary pressures, is undoubtedly having a negative impact on the UK economy, despite the recent falls in inflation. However, with large redevelopments at major customer sites, growth is expected to increase from the newer developments coming in.

The Board considers that the Company, by its location, reputation and service ethos will be best placed to take advantage of any growth opportunities in the region's recent new activity by continuing to develop its reputation.

ON BEHALF OF THE BOARD:

S O'Sullivan - Director

19 June 2026

The director presents his report with the financial statements of the company and the group for the year ended 30 September 2025.

DIVIDENDS

The total distribution of dividends for the year ended 30 September 2025 will be £251,520.

DIRECTOR

S O'Sullivan held office during the whole of the period from 1 October 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Prime, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S O'Sullivan - Director

19 June 2026

Opinion

We have audited the financial statements of MFL Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 September 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 director's 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC and other relevant parties.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Luke Edwards FCCA ACA (Senior Statutory Auditor)

for and on behalf of Prime

Chartered Accountants

Statutory Auditor

Corner Oak

1 Homer Road

Solihull

B91 3QG

22 June 2026

TURNOVER

2

18,326,057

17,961,294

Cost of sales

13,753,612

15,205,167

GROSS PROFIT

4,572,445

2,756,127

Administrative expenses

(328,990

)

(303,632

)

OPERATING PROFIT

4

4,901,435

3,059,759

Interest receivable and similar income

12,776

30,252

4,914,211

3,090,011

Change in market value

5

(261,127

)

(191,876

)

PROFIT BEFORE TAXATION

5,175,338

3,281,887

Tax on profit

6

1,111,291

640,639

PROFIT FOR THE FINANCIAL YEAR

4,064,047

2,641,248

Profit attributable to:

Owners of the parent

4,064,047

2,641,248

PROFIT FOR THE YEAR

4,064,047

2,641,248

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

4,064,047

2,641,248

Total comprehensive income attributable to:

Owners of the parent

4,064,047

2,641,248

FIXED ASSETS

Intangible assets

9

(4,335,066

)

(5,088,991

)

Tangible assets

10

309,573

294,095

Investments

11

-

-

(4,025,493

)

(4,794,896

)

CURRENT ASSETS

Stocks

12

297,862

369,118

Debtors

13

4,378,886

5,689,177

Investments

14

5,942,944

3,181,817

Cash at bank and in hand

4,570,105

2,954,240

15,189,797

12,194,352

CREDITORS

Amounts falling due within one year

15

2,337,799

2,454,126

NET CURRENT ASSETS

12,851,998

9,740,226

TOTAL ASSETS LESS CURRENT LIABILITIES

8,826,505

4,945,330

PROVISIONS FOR LIABILITIES

17

194,122

125,474

NET ASSETS

8,632,383

4,819,856

CAPITAL AND RESERVES

Called up share capital

18

3

3

Capital redemption reserve

19

1

1

Retained earnings

19

8,632,379

4,819,852

SHAREHOLDERS' FUNDS

8,632,383

4,819,856

The financial statements were approved by the director and authorised for issue on 19 June 2026 and were signed by:

S O'Sullivan - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

4

4

4

4

CURRENT ASSETS

Debtors

13

3,639,064

2,720,542

Investments

14

5,942,944

3,181,817

Cash at bank

104,198

919,503

9,686,206

6,821,862

CREDITORS

Amounts falling due within one year

15

5,715

3,327

NET CURRENT ASSETS

9,680,491

6,818,535

TOTAL ASSETS LESS CURRENT LIABILITIES

9,680,495

6,818,539

PROVISIONS FOR LIABILITIES

17

116,726

51,169

NET ASSETS

9,563,769

6,767,370

CAPITAL AND RESERVES

Called up share capital

18

3

3

Capital redemption reserve

19

1

1

Retained earnings

19

9,563,765

6,767,366

SHAREHOLDERS' FUNDS

9,563,769

6,767,370

Company's profit for the financial year

2,897,919

1,749,543

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

S O'Sullivan - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 October 2023

3

2,428,604

1

2,428,608

Changes in equity

Dividends

-

(250,000

)

-

(250,000

)

Total comprehensive income

-

2,641,248

-

2,641,248

Balance at 30 September 2024

3

4,819,852

1

4,819,856

Changes in equity

Dividends

-

(251,520

)

-

(251,520

)

Total comprehensive income

-

4,064,047

-

4,064,047

Balance at 30 September 2025

3

8,632,379

1

8,632,383

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 October 2023

3

5,117,823

1

5,117,827

Changes in equity

Dividends

-

(100,000

)

-

(100,000

)

Total comprehensive income

-

1,749,543

-

1,749,543

Balance at 30 September 2024

3

6,767,366

1

6,767,370

Changes in equity

Dividends

-

(101,520

)

-

(101,520

)

Total comprehensive income

-

2,897,919

-

2,897,919

Balance at 30 September 2025

3

9,563,765

1

9,563,769

Cash flows from operating activities

Cash generated from operations

1

5,041,317

1,163,155

Tax paid

(680,752

)

(492,023

)

Net cash from operating activities

4,360,565

671,132

Cash flows from investing activities

Purchase of tangible fixed assets

(121,982

)

(134,619

)

Purchase of investments

(2,500,000

)

-

Sale of tangible fixed assets

35,666

64,000

Interest received

12,776

30,252

Net cash from investing activities

(2,573,540

)

(40,367

)

Cash flows from financing activities

Amount introduced by directors

80,360

-

Amount withdrawn by directors

-

(121,755

)

Equity dividends paid

(251,520

)

(250,000

)

Net cash from financing activities

(171,160

)

(371,755

)

Increase in cash and cash equivalents

1,615,865

259,010

Cash and cash equivalents at beginning of year

2

2,954,240

2,695,230

Cash and cash equivalents at end of year

2

4,570,105

2,954,240

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

5,175,338

3,281,887

Depreciation charges

(671,589

)

(673,700

)

Profit on disposal of fixed assets

(11,500

)

(1,404

)

Change in market value of investments

(261,127

)

(191,876

)

Finance income

(12,776

)

(30,252

)

4,218,346

2,384,655

Decrease/(increase) in stocks

71,256

(69,086

)

Decrease/(increase) in trade and other debtors

1,229,976

(959,929

)

Decrease in trade and other creditors

(478,261

)

(192,485

)

Cash generated from operations

5,041,317

1,163,155

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 September 2025

30.9.25

1.10.24

£

£

Cash and cash equivalents

4,570,105

2,954,240

Year ended 30 September 2024

30.9.24

1.10.23

£

£

Cash and cash equivalents

2,954,240

2,695,230

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.10.24

Cash flow

At 30.9.25

£

£

£

Net cash

Cash at bank and in hand

2,954,240

1,615,865

4,570,105

2,954,240

1,615,865

4,570,105

Liquid resources

Current asset investments

3,181,817

2,761,127

5,942,944

3,181,817

2,761,127

5,942,944

Total

6,136,057

4,376,992

10,513,049

1.	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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The company continues to be profitable and well resourced. The directors have reasonable expectation that the company will continue in operational existence for at least 12 months from the date of approval of the financial statements. Therefore the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation

The consolidated financial statements present the assets, liabilities, equity, income, and cash flows of MFL Holdings Limited and its subsidiaries as a single economic entity. The financial statements of the subsidiaries are prepared using uniform accounting policies and are consolidated using the full consolidation method. Intercompany transactions and balances have been eliminated. Unrealized gains and losses resulting from transactions between the parent and its subsidiaries are also eliminated. The financial statements are prepared in accordance with FRS102 and reflect economic values

Significant judgements and estimates

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reporting of assets, liabilities, income and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Actual results may differ from estimates calculated using these judgements and assumptions. Key sources of estimated uncertainty and critical accounting judgements are as follows:

Goodwill

Where the cost of the business combination exceeds the fair value of the group's interest in the assets, liabilities and contingent liabilities acquired, negative goodwill arises. The group, after consideration of the assets, liabilities and contingent liabilities acquired and the cost of the combination, recognises negative goodwill on the balance sheet and releases this to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess over the fair value of non-monetary assets in the income statement over the period expected to benefit.

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.

Short leasehold

-

10% on cost

Plant and machinery

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

33.33% on cost

Stocks

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 items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Financial instruments

The company only enters into basic financial instrument transactions that result from the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

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.

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.

Investments

Investments are classified as either current or non-current assets based on management's intent and ability to hold the investment. Investments in equity securities are initially recorded at cost and subsequently measured at fair value. Changes in fair value are recognized in the income statement. Investment income (dividends and interest) is recognized on an accrual basis. Investments are assessed for impairment at each reporting date, and any impairment loss is recognized in the income statement.

Operating leases

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

2.

TURNOVER

The whole of the turnover is attributable to the services of installation and refurbishment and is wholly undertaken in the United Kingdom.