Company registration number 15221922 (England and Wales)
THOMAS DUDLEY HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
THOMAS DUDLEY HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr M J Dudley
Mr P J Davies
Mr J Parker
Mr A Powles
Mr P Bennett
Company number
15221922
Registered office
Dauntless Works
295 Birmingham New Road
Dudley
West Midlands
DY1 4SJ
Auditor
TC Group
Swinford House
Albion Street
Brierley Hill
DY5 3EE
Business address
Dauntless Works
295 Birmingham New Road
Dudley
West Midlands
DY1 4SJ
Bankers
Barclays Bank Plc
313 High Street
West Bromwich
West Midlands
B70 8LP
Solicitors
Clarke Willmott
138 Edmund Street
Birmingham
B3 2ES
THOMAS DUDLEY HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 9
Profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 39
THOMAS DUDLEY HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Principal activities

The principal activity of the company and group is manufacturing and the areas of specialism are iron founders, plastic cistern, component and resin sanitaryware manufacturers.

The Foundry division supplies the Builders Merchant, Public Utility, OEM, Engineering and Automotive markets.

The Plastics division supplies the Builders Merchant, OEM and Retail markets.

There have been no significant changes in the principle activities in the period under review.

Business Review and Future Developments

We consider the key performance indicators which best communicate the financial performance and strength of the business are turnover, return on capital employed and with our growth plans, continued investment and liquidity.

Group turnover on a like for like basis was down 5% on the prior period. The reduction in turnover was principally due to our foundry division which continued to suffer from operational issues as we consolidated two foundries on to one site. Having overcome these issues, the UK foundry market softened substantially due to ever rising energy costs and the employer’s national insurance increase from April 2025. This drove prices up and customers to look overseas for cheaper supply. To help counter this reduction in turnover the Group acquired the trade and assets of a drain rod manufacturing company in November 2025 which will be consolidated with our existing drain rod manufacturing in 2026 and should boost turnover by around £3.5m per annum.

Operating profit was 16% down on 2024 mainly due to lost rental income with two properties transferred out of the Group at the end of 2024. For the trading businesses as a whole, operating profit was roughly flat in the year with areas of the group where we are providing new innovative products to the market place compensating for the foundry divisions decline in turnover and profit.

Return on capital employed based on operating profit was positive at 3% and only slightly down on the 4% achieved last year.

The liquidity ratio was also down at 7.2 against 7.9 achieved last year. Liquidity still remains very strong though with £10.3m of cash at bank at the year-end so that any investment or acquisition opportunities can be pursued.

The balance sheet saw a 3.7% increase in shareholders’ funds over the course of the year. The overall financial position of the Group therefore continues to improve with net assets of £80.3 million and net current assets of £40.3 million. This allows the Group to take advantage of any future investment opportunities as they arise.

Principal risks and uncertainties

The main risks to the Group are volatile customer demand due to general economic uncertainty in the UK as business is buffeted by increased legislation, foreign tariffs and war in Ukraine and now Iran which, has acted to dampen consumer demand and business investment. In addition, other risks continue to be, mandatory wage and tax increases, higher energy costs, skills shortages and foreign currency exposure.

Skilled labour continues to be in short supply so we have recruited a number of apprentices. Our exposure to the UK construction industry means that elements of the business are subject to the monetary policy adopted by the banking industry and government policy. Competition within our markets continues to be fierce both from internal competitors and from foreign imports.

In summary, given these risks and uncertainties, we are aware that the future development of the business may be influenced by unforeseen future events outside our control but feel that the current strategy of investment in acquisitions, plant and equipment, training and educating our workforce, increasing awareness of manufacturing in education, developing new innovative products and factoring risk into our decision making is correct for the long term success of the business.

THOMAS DUDLEY HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Promoting the success of the company

The Directors continue to have regard to the interests of the Group’s employees and other stakeholders, including the impact of its activities on the community, the environment and the Company’s reputation, when making decisions. Acting in good faith and fairly between stakeholders, the Directors consider what is most likely to promote the success of the Group for its members in the long term.

The Group continues to work with schools, trade bodies, The Black Country Skills Factory and other local employers. The aim is to encourage local, young engineers of the future by showcasing an exciting working environment and ensuring training is relevant to employer’s needs.

The Group continues to hold BSI 9001 (Quality), 14001 (Environment) and 18001 (Health and safety accreditations) to ensure we maintain a reputation for high standards of business conduct in all areas. All audits in the year were completed with positive feedback and our sites have been used as reference sites for best practice in some areas.

On behalf of the board

Mr M J Dudley
Director
25 June 2026
THOMAS DUDLEY HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

Mr M J Dudley
Mr P J Davies
Mr J Parker
Mr A Powles
Mr P Bennett
Disabled persons

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

Employee involvement

Within the Group employee engagement is key but this is not just scores from the Employee Satisfaction survey. There is regular communication through various channels including a newly launched company app which is updated on a daily basis with news from around the Group. In addition every employee within the Group attends a quarterly ‘State of the Nation’ address from the directors at which feedback and questions are actively encouraged and there is an open door policy throughout the Group of Companies. Directors attend all of the above and are regularly on the shop floor having conversations with the employees, understanding what is going well and where they can support if there are issues and making sure employees appreciate how the company is performing.

The benefits offered to employees include a yearly performance bonus, which is communicated to all employees and every person within the Group can make a difference in achieving the targets set and the amount of bonus received.

Our values of Family, Teamwork and Partnership are not just words they are business as usual. Our values form part of each decision we make and those values are inclusive of everyone within the Group.

Business relationships

Partnership is one of our core values and is central to how we deal with all stakeholders including suppliers and customers. This was brought to the fore during the pandemic whereby we ensured all suppliers were paid on normal terms to help maintain their cashflow. We also remained open to manufacture to support those customers who were also open even though economically it would have made more sense to close in the early stages of the pandemic.

Auditor

In accordance with the company's articles, a resolution proposing that TC Group be reappointed as auditor of the group will be put at a General Meeting.

Energy and carbon report

As the group has consumed more than 40,000 kWh of energy in this reporting period, it is required to report on its emissions, energy consumption or energy efficiency activities.

THOMAS DUDLEY HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
5,990,000
6,040,000
- Electricity purchased
19,400,000
23,000,000
- Fuel consumed for transport
19,501
21,451
25,409,501
29,061,451
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
1,018.00
1,154.00
- Fuel consumed for owned transport
24.00
27.00
1,042.00
1,181.00
Scope 2 - indirect emissions
- Electricity purchased
2,488.00
2,834.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
-
-
Total gross emissions
3,530.00
4,015.00
Intensity ratio
Tonnes CO2e per full time employee
8.7
9.5
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.

Measures taken to improve energy efficiency

The majority of the energy consumed in the Group’s manufacturing process is electricity and therefore the fact that the electricity grid continues to be decarbonised has a positive impact on reducing CO2 emissions. The main reduction in CO2 in 2025 was however, as a result of our investment in a 940KW solar PV system which became fully operational from April 2025. We are now in the process of investing in another solar PV system which should become operational by the end of 2026 to further reduce our carbon impact. In addition, when buying new plant, we invest in energy efficient plant where we can. Within the manufacturing divisions, improved manufacturing processes and reduced scrap also help to use energy and Co2 production more efficiently.

Within the Group employee engagement is key but this is not just scores from the Employee Satisfaction survey. There is regular communication through various channels including a newly launched company app which is updated on a daily basis with news from around the Group. In addition, every employee within the Group attends a quarterly ‘Mission Update’ address from the directors at which feedback and questions are actively encouraged and there is an open-door policy throughout the Group of Companies. Directors attend all of the above and are regularly on the shop floor having conversations with the employees, understanding what is going well and where they can support if there are issues and making sure employees appreciate how the company is performing.

THOMAS DUDLEY HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The benefits offered to employees include a yearly performance bonus, which is communicated to all employees and every person within the Group can make a difference in achieving the targets set and the amount of bonus received.

Our values of Family, Teamwork and Partnership are not just words they are business as usual. Our values form part of each decision we make and those values are inclusive of everyone within the Group.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr M J Dudley
Director
25 June 2026
THOMAS DUDLEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THOMAS DUDLEY HOLDINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of Thomas Dudley Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

THOMAS DUDLEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THOMAS DUDLEY HOLDINGS LIMITED
- 7 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

THOMAS DUDLEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THOMAS DUDLEY HOLDINGS LIMITED
- 8 -

Approach to assessing the risks of misstatement due to irregularities, including fraud
The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management. Our approach was as follows: We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the director and other management the policies and procedures regarding compliance with l aws and regulations (see below); We identified the following areas as those most likely to have such an effect: health and safety; General Data Protection Regulation (GDPR); fraud; bribery and corruption, and employment law. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the trustees and other management and inspection of regulatory and legal correspondence, if any. The identified actual or suspected non-compliance was not sufficiently significant to our audit to result ín our response being identified as a key audit matter. We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102, and the Companies Act 2006) and the relevant tax compliance regulations in the UK; We considered the nature of the organisation’s operations, the control environment and financial performance. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit; We considered the procedures and controls that the entity has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.
Audit response to risks identified
We considered the risk of fraud through management override of controls. We also considered how management bias may impact upon performance targets. In response we performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of any significant transactions outside the normal course of business, reviewing accounting estimates for management bias.
Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved enquires with management around actual and potential claims. Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

THOMAS DUDLEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THOMAS DUDLEY HOLDINGS LIMITED
- 9 -
Mr Ian Baker
For and on behalf of TC Group
25 June 2026
Statutory Auditor
Swinford House
Albion Street
Brierley Hill
DY5 3EE
THOMAS DUDLEY HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
64,313,871
67,697,000
Cost of sales
(45,586,082)
(49,636,174)
Gross profit
18,727,789
18,060,826
Distribution costs
(7,060,948)
(6,790,257)
Administrative expenses
(10,793,574)
(10,312,091)
Other operating income
1,512,626
1,888,319
Operating profit
4
2,385,893
2,846,797
Interest receivable and similar income
8
298,469
323,075
Interest payable and similar expenses
9
(1,000)
(2,606)
Amounts written off investments
10
503,476
2,851,161
Profit before taxation
3,186,838
6,018,427
Tax on profit
11
(369,690)
(1,748,340)
Profit for the financial year
31
2,817,148
4,270,087

The profit and loss account has been prepared on the basis that all operations are continuing operations.

THOMAS DUDLEY HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
£
£
Profit for the year
2,817,148
4,270,087
Other comprehensive income
Actuarial gain on defined benefit pension schemes
532,000
2,658,000
Adjustments to the fair value of financial assets
(476,000)
(2,006,000)
Cash flow hedges gain arising in the year
-
0
-
0
Other comprehensive income for the year
56,000
652,000
Total comprehensive income for the year
2,873,148
4,922,087
Total comprehensive income for the year is all attributable to the owners of the parent company.
THOMAS DUDLEY HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
12
177,496
185,380
Tangible assets
13
21,974,567
22,652,620
Investment property
14
24,310,269
22,215,001
46,462,332
45,053,001
Current assets
Stocks
18
15,409,271
14,055,891
Debtors
19
13,423,121
15,677,569
Investments
20
7,686,644
7,124,616
Cash at bank and in hand
10,331,976
7,656,742
46,851,012
44,514,818
Creditors: amounts falling due within one year
21
(6,551,733)
(5,613,611)
Net current assets
40,299,279
38,901,207
Total assets less current liabilities
86,761,611
83,954,208
Creditors: amounts falling due after more than one year
22
(125,071)
(90,918)
Provisions for liabilities
Deferred tax liability
23
6,361,657
6,461,555
(6,361,657)
(6,461,555)
Net assets
80,274,883
77,401,735
Capital and reserves
Called up share capital
26
62,433,796
62,433,796
Revaluation reserve
27
987,389
987,389
Capital redemption reserve
28
1,121,267
1,121,267
Other reserves
(62,075,934)
(62,075,934)
Profit and loss reserves
31
77,808,365
74,935,217
Total equity
80,274,883
77,401,735
The financial statements were approved by the board of directors and authorised for issue on 25 June 2026 and are signed on its behalf by:
25 June 2026
Mr M J Dudley
Director
Company registration number 15221922 (England and Wales)
THOMAS DUDLEY HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 13 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
15
62,433,796
62,433,796
Capital and reserves
Called up share capital
26
62,433,796
62,433,796

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £0 (2024 - £0 profit).

The financial statements were approved by the board of directors and authorised for issue on 25 June 2026 and are signed on its behalf by:
25 June 2026
Mr M J Dudley
Director
Company registration number 15221922 (England and Wales)
THOMAS DUDLEY HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
Share capital
Revaluation reserve
Capital redemption reserve
Other Reserves - Own shares
Other Reserves - Merger Reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
£
Balance at 1 January 2024
62,433,796
987,389
1,121,267
39,010
(62,114,944)
78,683,130
81,149,648
Year ended 31 December 2024:
Profit for the year
-
-
-
-
-
4,270,087
4,270,087
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
-
-
-
2,658,000
2,658,000
Adjustments to fair value of financial assets
-
-
-
-
-
(2,006,000)
(2,006,000)
Total comprehensive income
-
-
-
-
-
4,922,087
4,922,087
Dividends
-
-
-
-
-
(8,670,000)
(8,670,000)
Balance at 31 December 2024
62,433,796
987,389
1,121,267
39,010
(62,114,944)
74,935,217
77,401,735
Year ended 31 December 2025:
Profit for the year
-
-
-
-
-
2,817,148
2,817,148
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
-
-
-
532,000
532,000
Adjustments to fair value of financial assets
-
-
-
-
-
(476,000)
(476,000)
Total comprehensive income
-
-
-
-
-
2,873,148
2,873,148
Balance at 31 December 2025
62,433,796
987,389
1,121,267
39,010
(62,114,944)
77,808,365
80,274,883
THOMAS DUDLEY HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
Share capital
Notes
£
Balance at 1 January 2024
1
Year ended 31 December 2024
Profit and total comprehensive income for the year
-
Issue of share capital
26
62,433,795
Balance at 31 December 2024
62,433,796
Year ended 31 December 2025:
Profit and total comprehensive income
-
Balance at 31 December 2025
62,433,796
THOMAS DUDLEY HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
36
7,087,881
5,535,500
Interest paid
-
(21,608)
Income taxes paid
(590,000)
(595,628)
Net cash inflow from operating activities
6,497,881
4,918,264
Investing activities
Purchase of intangible assets
(150,000)
-
Purchase of tangible fixed assets
(1,847,946)
(3,290,925)
Proceeds from disposal of tangible fixed assets
75,342
38,690
Purchase of investment property
(2,095,268)
-
Proceeds from disposal of investments
12,591
-
Movement in other investments and loans
(71,142)
(72,114)
Interest received
203,093
244,589
Dividends received
50,683
78,486
Net cash used in investing activities
(3,822,647)
(3,001,274)
Financing activities
Repayment of bank loans
-
(295,152)
Net cash used in financing activities
-
(295,152)
Net increase in cash and cash equivalents
2,675,234
1,621,838
Cash and cash equivalents at beginning of year
7,656,742
6,034,904
Cash and cash equivalents at end of year
10,331,976
7,656,742

The notes on pages 17 to 39 form part of these financial statements.

THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
1
Accounting policies
Company information

Thomas Dudley Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Dauntless Works, 295 Birmingham New Road, Dudley, West Midlands, DY1 4SJ.

The group consists of Thomas Dudley Holdings Limited and all of its subsidiaries.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

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

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Thomas Dudley Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

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

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is between 3 to 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Negative goodwill is attributable to future reorganisation costs and losses that do not represent identifiable liabilities at the acquisition date and is being written off in equal annual instalments over the period in which the reorganisation costs and losses are expected to occur.

1.8
Tangible fixed assets

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

Tangible fixed assets include investment properties which are included on an existing use open market value basis. Other tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided at rates calculated to write off the cost or valuation less estimated residual value of each assets over its expected useful life, as follows:

Freehold land and buildings
2% straight line
Plant and equipment
up to 25% straight line
Other plant
up to 25% straight line
Motor vehicles
25% straight line
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Investment property

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

1.10
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company 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.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
Cash and cash equivalents

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

1.14
Financial instruments

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

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 23 -
1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases

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

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

1.20
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.21
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

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

Inventory

Inventories are valued at the lower of cost and net realisation. Net realisation value includes where necessary provision for slow moving and obsolete stocks. the calculation of these provisions is made on a line by line basis based on a combination of the item's age, sales history and classification as a discontinued line. The adequacy of the provision is monitored with reference to the amounts realised when old stock is cleared.

Bad debt provision

A bad debt provision is set up when the likelihood of recovering the debt is diminished. The level of provision will be based on any current repayment plan entered into and which is being adhered to by the debtor, together with an estimate of the likelihood of the amounts due being fully recovered.

Useful economic lives of non current assets

The useful economic lives of non current assets have been derived from the judgement of the directors, using their best estimate of write-down period.

Fair value of investment properties

the group carries its investment properties at fair value, with changes in fair value being recognised in profit and loss. The fair value of the investment property has been arrived at by a valuation carried out by Chartered Surveyors, who are not connected to the company. The valuation was made on an open market value basis.

Defined benefit pension scheme

the group has an obligation to pay pension benefits to certain employees. The cost of these benefits and the present value of the obligation depend on a number of factors, including life expectancy, asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligation in the balance sheet. The assumptions reflect historical experience and current trends.

Current asset investments

The group carries its current asset investments at fair value, with changes in fair value being recognised in profit and loss. Fair values are derived from quoted market prices for identical assets or liabilities from active market for which an entity has immediate access.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Rebates

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are the estimation of rebate and discount accruals by the directors which are based on turnover and agreements in place.

THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sales of goods
64,313,871
67,697,000
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
54,251,140
58,817,793
Exports
10,062,731
8,879,207
64,313,871
67,697,000
2025
2024
£
£
Other revenue
Interest income
247,787
244,589
Dividends received
50,682
78,486
Grants received
30,197
36,930
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
141,022
(22,954)
Research and development costs
15,046
33,265
Government grants
(30,197)
(36,930)
Depreciation of owned tangible fixed assets
2,485,204
2,250,408
Profit on disposal of tangible fixed assets
(34,549)
(45,172)
Amortisation of intangible assets
157,884
157,884
Cost of stocks recognised as an expense
25,094,461
28,711,814
Operating lease charges
143,270
125,000
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
14,100
14,100
Audit of the financial statements of the company's subsidiaries
37,780
37,780
51,880
51,880
For services in respect of associated pension schemes
Audit-related assurance services
4,515
3,500
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Administration
57
64
-
-
Selling and distribution
82
83
-
-
Works
267
275
-
-
Total
406
422
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
16,618,523
16,341,747
-
0
-
0
Social security costs
2,141,111
1,780,869
-
-
Pension costs
1,317,412
1,930,163
-
0
-
0
20,077,046
20,052,779
-
0
-
0
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
1,022,295
973,522
Company pension contributions to defined contribution schemes
51,854
54,168
1,074,149
1,027,690
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: 2).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
690,363
670,176
Company pension contributions to defined contribution schemes
10,000
10,000
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
202,332
228,646
Other interest income
45,455
15,943
Total interest revenue
247,787
244,589
Other income from investments
Dividends received
50,682
78,486
Total income
298,469
323,075
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
202,332
244,029
Dividends from financial assets measured at fair value through profit or loss
50,682
78,486
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
-
2,606
Other finance costs:
Net interest on the net defined benefit liability
1,000
-
0
Total finance costs
1,000
2,606
10
Movement in investments
2025
2024
£
£
Fair value gains/(losses) on financial instruments
Amounts written back to fair value through profit or loss
490,885
879,661
Other gains/(losses)
Gain on disposal of fixed asset investments
12,591
-
Changes in the fair value of investment properties
-
1,971,500
503,476
2,851,161
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
581,337
667,173
Adjustments in respect of prior periods
(74,080)
(71,546)
Total current tax
507,257
595,627
Deferred tax
Origination and reversal of timing differences
(99,897)
1,152,713
Adjustment in respect of prior periods
(37,670)
-
0
Total deferred tax
(137,567)
1,152,713
Total tax charge
369,690
1,748,340

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
3,186,838
6,018,427
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
796,710
1,504,607
Tax effect of expenses that are not deductible in determining taxable profit
(110,547)
(225,504)
Gains not taxable
-
0
(492,875)
Adjustments in respect of prior years
-
0
11,917
Depreciation on assets not qualifying for tax allowances
66,768
48,783
Amortisation on assets not qualifying for tax allowances
39,471
39,471
Research and development tax credit
-
0
(64,070)
Under/(over) provided in prior years
(111,750)
-
0
Dividend income
(12,671)
-
Patent Box deduction
-
0
(832,521)
Other tax adjustments
(312,291)
1,617,704
Defined benefit relief
14,000
140,828
Taxation charge
369,690
1,748,340
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
12
Intangible fixed assets
Group
Goodwill
Negative goodwill
Total
£
£
£
Cost
At 1 January 2025
1,627,737
(1,765,190)
(137,453)
Additions
150,000
-
0
150,000
At 31 December 2025
1,777,737
(1,765,190)
12,547
Amortisation and impairment
At 1 January 2025
1,442,357
(1,765,190)
(322,833)
Amortisation charged for the year
157,884
-
0
157,884
At 31 December 2025
1,600,241
(1,765,190)
(164,949)
Carrying amount
At 31 December 2025
177,496
-
0
177,496
At 31 December 2024
185,380
-
0
185,380
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
13
Tangible fixed assets
Group
Freehold land and buildings
Assets under construction
Plant and equipment
Other plant
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2025
12,067,030
-
0
26,891,867
997,439
1,116,343
41,072,679
Additions
-
0
335,907
1,170,904
28,796
312,339
1,847,946
Disposals
-
0
-
0
(56,620)
(1,174)
(283,731)
(341,525)
At 31 December 2025
12,067,030
335,907
28,006,151
1,025,061
1,144,951
42,579,100
Depreciation and impairment
At 1 January 2025
2,720,846
-
0
14,132,970
755,662
810,581
18,420,059
Depreciation charged in the year
245,755
-
0
2,038,015
49,251
152,183
2,485,204
Eliminated in respect of disposals
-
0
-
0
(56,615)
(1,174)
(242,941)
(300,730)
At 31 December 2025
2,966,601
-
0
16,114,370
803,739
719,823
20,604,533
Carrying amount
At 31 December 2025
9,100,429
335,907
11,891,781
221,322
425,128
21,974,567
At 31 December 2024
9,346,184
-
0
12,758,897
241,777
305,762
22,652,620
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Tangible fixed assets
(Continued)
- 30 -

The carrying value of land within land and buildings comprises:

Group
Company
2025
2024
2025
2024
£
£
£
£
Freehold
2,450,209
2,450,209
-
0
-
0
14
Investment property
Group
Company
2025
2025
£
£
Fair value
At 1 January 2025 and 31 December 2025
22,215,001
-
Additions through external acquisition
2,095,268
-
At 31 December 2025
24,310,269
-

In the Group investment property comprises commercial properties let to external tenants only. The fair value of the investment property has been arrived at by a valuation carried out by Chartered Surveyors, who are not connected to the company, at 31 December 202 4. The valuation was made on an open market value basis.

15
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
62,433,796
62,433,796
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
62,433,796
Carrying amount
At 31 December 2025
62,433,796
At 31 December 2024
62,433,796
16
Subsidiaries

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

THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
16
Subsidiaries
(Continued)
- 31 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Thomas Dudley Group Limited
England and Wales
Ordinary
100.00
-
BBS Autosyphons Limited
England and Wales
Ordinary
0
100.00
Beta Ballvalves Limted
England and Wales
Ordinary
0
100.00
Cronexrabo Limited
England and Wales
Ordinary
0
100.00
Holdtite Products Limited
England and Wales
Ordinary
0
100.00
Masefield Epson Limited
England and Wales
Ordinary
0
100.00
Masefield-Beta Limited
England and Wales
Ordinary
0
100.00
McDonald Diecasting Limited
England and Wales
Ordinary
0
100.00
Rugby Plastics Limited
England and Wales
Ordinary
0
100.00
Thomas Dudley Devlopments Limited
England and Wales
Ordinary
0
100.00
Thomas Dudley Foundry Limited
England and Wales
Ordinary
0
100.00
Thomas Dudley Limited
England and Wales
Ordinary
0
100.00
Waterfit Limited
England and Wales
Ordinary
0
100.00
Thomas Dudley Ireland Limited
England and Wales
Ordinary
0
100.00
TD Nrich Ltd
England and Wales
Ordinary
0
100.00
Lowki.AI Ltd
England and Wales
Ordinary
0
100.00
17
Financial instruments
Group
Company
2025
2024
2025
2024
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
11,165,743
13,618,473
-
-
Equity instruments measured at cost less impairment
-
-
62,433,796
62,433,796
Instruments measured at fair value through profit or loss
7,656,333
7,123,069
-
-
Carrying amount of financial liabilities
Measured at amortised cost
4,673,265
3,456,705
-
-
18
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
10,228,038
9,054,014
-
-
Work in progress
1,221,025
996,425
-
-
Finished goods and goods for resale
3,960,208
4,005,452
-
0
-
0
15,409,271
14,055,891
-
-
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
19
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
10,878,514
13,555,058
-
0
-
0
Corporation tax recoverable
566,232
401,124
-
0
-
0
Other debtors
287,229
164,709
-
0
-
0
Prepayments and accrued income
1,691,146
1,556,678
-
0
-
0
13,423,121
15,677,569
-
-
20
Current asset investments
Group
Company
2025
2024
2025
2024
£
£
£
£
Listed investments
7,656,333
7,123,069
-
-
Unlisted investments
30,311
1,547
-
-
7,686,644
7,124,616
-
0
-
0
21
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Trade creditors
4,356,746
3,270,513
-
0
-
0
Other taxation and social security
1,543,565
1,737,749
-
0
-
0
Government grants
24
78,117
27,975
-
0
-
0
Other creditors
238,402
168,593
-
0
-
0
Accruals and deferred income
334,903
408,781
-
0
-
0
6,551,733
5,613,611
-
0
-
0
22
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Government grants
24
125,071
90,918
-
0
-
0
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
23
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
2,394,657
2,605,555
Investment property
2,809,000
2,809,000
Investments
1,158,000
1,047,000
6,361,657
6,461,555
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
6,461,555
-
Credit to profit or loss
(99,898)
-
Liability at 31 December 2025
6,361,657
-

The deferred tax liability relating to accelerated capital allowances are expected to reverse over the life of the assets to which they relate. The deferred tax liability relating to investment properties and investments are expected to reverse when the asset is sold.

24
Government grants
Group
Company
2025
2024
2025
2024
£
£
£
£
Arising from government grants
203,188
118,893
-
-

Deferred income is included in the financial statements as follows:

Current liabilities
78,117
27,975
-
0
-
0
Non-current liabilities
125,071
90,918
-
0
-
0
203,188
118,893
-
-
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
25
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
848,487
689,279

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Defined benefit schemes

The group operates a defined benefit scheme for qualifying employees. Under the scheme the employees are entitled to retirement benefits varying between one eightieth and one sixtieth of final salary for each completed year of pensionable service on attainment of a retirement age of between 60 and 65 . No other post retirement benefits are provided.

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at 30 April 2025 by Lucy Bignell, Fellow of the Institute of Actuaries. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit credit method.

2025
2024
Key assumptions
%
%
Discount rate
5.55
5.50
Expected rate of increase of pensions in payment
3.15
3.10
Expected rate of salary increases
2.70
2.80
Mortality assumptions
2025
2024

Assumed life expectations on retirement at age 65:

Years
Years
Retiring today
- Males
21.30
21.30
- Females
23.20
23.20
Retiring in 20 years
- Males
22.60
22.50
- Females
24.70
24.70
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
25
Retirement benefit schemes
(Continued)
- 35 -

The amounts included in the balance sheet arising from obligations in respect of defined benefit plans are as follows:

2025
2024
Group
£
£
Present value of defined benefit obligations
32,663,000
33,218,000
Fair value of plan assets
(41,731,000)
(41,362,000)
Deficit in scheme
(9,068,000)
(8,144,000)
Asset not recognised due to asset ceiling
9,068,000
8,144,000
Total liability recognised
-
-
The company had no post employment benefits at 31 December 2025 or 31 December 2024.
Group
2025
2024
Amounts recognised in the profit and loss account
£
£
Costs/(income):
Current service cost
-
105,000
Net interest on net defined benefit liability/(asset)
(447,000)
-
The effect of any curtailment or settlement
-
620,000
Other costs and income
55,000
45,000
Total costs/(income)
(392,000)
770,000
Group
2025
2024
Amounts recognised in other comprehensive income
£
£
Costs/(income):
Actual return on scheme assets
(2,559,000)
(1,612,000)
Less: calculated interest element
2,216,000
1,942,000
Return on scheme assets excluding interest income
(343,000)
330,000
Actuarial changes related to obligations
(189,000)
(2,988,000)
Total costs/(income)
(532,000)
(2,658,000)
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
25
Retirement benefit schemes
(Continued)
- 36 -
Group
2025
Movements in the present value of defined benefit obligations
Liabilities at 1 January 2025
33,218,000
Benefits paid
(2,135,000)
Actuarial gains and losses
(189,000)
Interest cost
1,769,000
At 31 December 2025
32,663,000

The defined benefit obligations arise from plans which are wholly or partly funded.

Group
2025
Movements in the fair value of plan assets
£
Fair value of assets at 1 January 2025
41,362,000
Interest income
2,216,000
Return on plan assets (excluding amounts included in net interest)
343,000
Benefits paid
(2,135,000)
Other
(55,000)
At 31 December 2025
41,731,000

The actual return on plan assets was £2,559,000 (2024: £1,612,000)

.

Group
2025
2024
Fair value of plan assets
£
£
Equity instruments
4,633,000
4,555,000
Debt instruments
32,382,000
32,162,000
Property
2,555,000
2,512,000
Cash / other
2,161,000
2,133,000
41,731,000
41,362,000
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 37 -
26
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A1 shares of £1 each
31,841,330
31,841,330
31,841,330
31,841,330
Ordinary A2 shares of £1 each
22,773,458
22,773,458
22,773,458
22,773,458
Ordinary A3 shares of £1 each
7,819,008
7,819,008
7,819,008
7,819,008
62,433,796
62,433,796
62,433,796
62,433,796
27
Revaluation reserve
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning and end of the year
987,389
987,389
-
0
-
28
Capital redemption reserve
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning and end of the year
1,121,267
1,121,267
-
0
-
0
29
Other Reserves - Own shares
2025
2024
Group
£
£
At the beginning and end of the year
39,010
39,010
2025
2024
Company
£
£
At the beginning and end of the year
-
-
30
Other Reserves - Merger Reserve
2025
2024
Group
£
£
At the beginning and end of the year
(62,114,944)
(62,114,944)
2025
2024
Company
£
£
At the beginning and end of the year
-
-
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 38 -
31
Profit and loss reserves
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
74,935,217
78,683,130
-
-
Profit for the year
2,817,148
4,270,087
-
0
-
0
Distribution in Specie
-
(8,670,000)
-
-
Actuarial differences recognised in other comprehensive income
532,000
2,658,000
-
0
-
0
Net derecognition of pension scheme asset
(476,000)
(2,006,000)
-
-
At the end of the year
77,808,365
74,935,217
-
0
-
32
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
416,727
338,975
-
-
Between two and five years
1,163,000
925,527
-
-
1,579,727
1,264,502
-
-
33
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2025
2024
2025
2024
£
£
£
£
Acquisition of tangible fixed assets
818,829
539,815
-
-
34
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
1,648,679
1,673,824
THOMAS DUDLEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 39 -
35
Controlling party

The ultimate controlling party is M Dudley.

36
Cash generated from group operations
2025
2024
£
£
Profit for the year after tax
2,817,148
4,270,087
Adjustments for:
Taxation charged
369,689
1,748,340
Finance costs
1,000
2,606
Investment income
(298,469)
(323,075)
Gain on disposal of tangible fixed assets
(34,549)
-
Fair value gain on investment properties
-
0
(1,971,500)
Amortisation and impairment of intangible assets
157,884
157,884
Depreciation and impairment of tangible fixed assets
2,485,204
2,250,408
Gain on sale of investments
(12,591)
-
Amounts written off investments
(490,885)
(879,661)
Pension scheme non-cash movement
55,000
671,000
Movements in working capital:
Increase in stocks
(1,353,380)
(390,198)
Decrease/(increase) in debtors
2,424,522
(1,671,823)
Increase in creditors
933,155
1,699,406
Increase/(decrease) in deferred income
34,153
(27,975)
Cash generated from operations
7,087,881
5,535,499
37
Analysis of changes in net funds - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
7,656,742
2,675,234
10,331,976
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