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REGISTERED NUMBER: 12278775 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

FOR

STUART HOLDINGS LIMITED

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

Page |

| Company Information | 1 |

| Group Strategic Report | 2 |

| Report of the Directors | 7 |

| Report of the Independent Auditors | 9 |

| Consolidated Statement of Income and Retained Earnings | 12 |

| Consolidated Balance Sheet | 13 |

| Company Balance Sheet | 14 |

| Consolidated Cash Flow Statement | 15 |

| Notes to the Consolidated Cash Flow Statement | 16 |

| Notes to the Consolidated Financial Statements | 18 |

| STUART HOLDINGS LIMITED |

COMPANY INFORMATION

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

| DIRECTORS: | P S G Melton

| R G Melton

| Mrs K H Melton

| Mrs K R Melton

| REGISTERED OFFICE: | 27-29 Old Market

| Wisbech

| Cambridgeshire

| PE13 1NE

| REGISTERED NUMBER: | 12278775 (England and Wales)

| AUDITORS: | Wheelers

| Chartered Accountants, Tax Consultants

| & Statutory Auditors

| 27-29 Old Market

| Wisbech

| Cambridgeshire

| PE13 1NE

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

GROUP STRATEGIC REPORT

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

The directors present their strategic report of the company and the group for the period 1 September 2023 to 27 February 2025.

At the year end, the Stuart Holdings Group comprised seven businesses. This summary sets out the position of the principal entities, with particular focus on the operational and financial factors that contributed to the subsequent administration, liquidation or dissolution of certain group companies.

The group's key financial and other performance indicators during the year were as follows:

| 27 February 2025 |  | 31 August 2023 |  | Change |  |

| £ |  | £ |  |  |

Turnover |  | 32,717,006 |  | 21,651,976 |  | 51.1% |  |

Gross Profit |  | 4,284,039 |  | 4,772,931 |  | (10.4% | ) |

Gross Profit % |  | 13.1% |  | 22.04% |  | (40.6% | ) |

Current Ratio |  | 0.78 |  | 1.15 |  | (32.7% | ) |

Quick Ratio |  | 0.71 |  | 1.07 |  | (33.6% | ) |

Capital and Reserves |  | (135,841 | ) | 2,218,444 |  | (106.1% | ) |

Average number of employees |  | 144 |  | 109 |  | 32.1% |  |

The total Capital and Reserves decreased in the year from £2,218,444 to (£135,841) as a result of the loss after tax of £2,182,421 less dividends declared during the year of £171,864.

The above amounts represent an 18-month period compared to a 12-month period and is therefore not comparable.

SDM Fabrication Limited

SDM Fabrication Limited was the group's principal trading business, with turnover of £31 million for the 2024 to 2025 trading period. The 2025 calendar year commenced broadly in line with expectations; however, it became apparent during the year that the number and complexity of contracts being delivered had increased relative to turnover.

The delays contributed to reduced productivity during the second and third quarters of 2024. Some delayed projects recommenced following the 2024 general election, although certain larger anticipated projects remained delayed or were secured by larger competitors seeking to rebuild their own order books.

During the latter part of 2024 and early 2025, the company experienced an increase in the number and complexity of live contracts relative to turnover. Individual project margins were considered favourable on a number of smaller contracts.

In response, management sought to strengthen the delivery and management structure through recruitment and training, with the objective of maintaining delivery standards across multiple project locations.

During the period, market pressures adversely affected margins, while inflationary increases reduced the level of return achieved on contracts as they progressed.

By July 2025, a number of projects were subject to delays and defects, which contributed to an increasing level of delayed customer payments and placed further pressure on working capital.

Significant management and operational resource was deployed to resolve affected projects, recover outstanding payments and improve the company's cash position.

In August and September 2025, three substantial pipeline contracts that had been expected to commence during the Q3 trading period were delayed, with commencement potentially moving into Q1 2026.

As a result, cashflow pressure became increasingly apparent. Management anticipated that the recovery of payments on contracts affected by defects would provide sufficient liquidity and allow time to stabilise delivery on larger live contracts.

By October 2025, the combined effect of delayed payments, reduced margins, delayed pipeline work and delivery pressures placed the company in a position of potential insolvency.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

GROUP STRATEGIC REPORT

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

Management explored available options to recover the position. However, a small number of creditors expedited recovery proceedings in respect of monies owed. It was therefore determined that issuing a Notice of Intention to Appoint Administrators would provide the company with protection while all available options were reviewed.

A sale of the business was considered likely to deliver the most favourable outcome for creditors, employees and other stakeholders. Following submission of the Notice of Intention, the matter was reported in the national press, resulting in a materially adverse response from several clients.

Despite management's efforts to reassure clients that the company could continue delivering its contractual obligations, several clients sought to levy damages, suspend contracts and/or terminate contracts.

FRP Advisory marketed the business and received notable interest. However, this did not ultimately result in a viable transaction, partly due to significant TUPE liabilities and potential additional contractual liabilities. The company was therefore placed into administration in November 2025.

Stuart Design & Build Limited

Stuart Design & Build Limited was established to provide specialist project management services for design-and-build turnkey projects, including works outside the structural steelwork activities of SDM Fabrication Limited.

The company had begun to develop its own pipeline of future work. However, following the loss of its primary client, SDM Fabrication Limited, and despite efforts to novate contracts where Stuart Design & Build Limited had led delivery, continued trading was not considered viable.

Stuart Design & Build Limited was placed into liquidation in December 2025.

Stuart Cranes & Plant Limited

Stuart Cranes & Plant Limited was established to maximise utilisation of group plant and equipment by securing external hire work. This enabled group assets to be deployed on projects undertaken by businesses operating in a similar field to SDM Fabrication Limited, without creating a direct conflict of interest.

SDM Fabrication Limited remained the company's largest client. Following the failure of the principal trading business, Stuart Cranes & Plant Limited was no longer viable and was placed into liquidation in November 2025.

SDM Access Solutions Limited

SDM Access Solutions Limited remained dormant, having never traded, and was dissolved in February 2026.

Kimmys Autos Limited

Kimmys Autos Limited was established in 2023 to provide service and maintenance support for SDM Fabrication Limited's operational vehicles, while also developing opportunities within the wider vehicle maintenance sector.

The loss of three group businesses resulted in an immediate reduction of approximately 20% in monthly turnover. This was further affected by the need to relocate the business to alternative premises in December 2025.

Despite these challenges, business performance has largely met expectations. The company has achieved a break-even or profitable position over recent months, and growth is expected to continue in line with projections throughout the current financial year.

The company has a significant loan balance with Stuart Holdings Limited. Although this balance is not expected to reduce in the near term, the company is expected to be able to commence discretionary interest payments against the loan balance during Q4 2026.

It is not currently anticipated that the company will require any further financial support from Stuart Holdings Limited.

Significant achievements during the past 12 months include recent approval as an authorised independent BMW service centre. The company is also negotiating recognition as an approved service and repair centre for a large national association, which is expected to increase workflow and provide the potential for enhanced rates and improved profitability.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

GROUP STRATEGIC REPORT

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

SDM Safety Netting & Scaffold Limited

SDM Safety Netting & Scaffold Limited is now well established, with a strong and developing client base. Although the company had traded with SDM Fabrication Limited, that activity had reduced significantly by the time SDM Fabrication Limited entered administration.

The management team has worked to develop new opportunities, and the company is now delivering the expected level of profitability while pursuing a strategy of steady and controlled growth.

The company is focused on strengthening its cash position to ensure that adequate reserves are available to manage potential future market fluctuations.

A significant loan balance remains with Stuart Holdings Limited. However, the company is now making regular interest payments and is expected to be in a position to commence repayments of the loan balance during the latter part of 2027.

We are exceptionally proud to have been able to maintain our FASET (Fall Arrest Safety Equipment Training) accreditation demonstrating our continued commitment to industry standards.

RM Steel Limited (Formerly SDM Profiles Limited)

2025 was a difficult trading year for SDM Profiles Limited, as the company was unable to gain sufficient traction in a competitive supply-only market serving users of steel components. This was partly due to perceived competition with SDM Fabrication Limited.

By July 2025, it was clear that SDM Profiles Limited had effectively become a sole supplier to SDM Fabrication Limited and was unable to achieve a profitable trading outcome. The decision was therefore made to cease normal trading operations, reduce staffing levels, and transfer key staff to SDM Fabrication Limited where a clear business benefit could be demonstrated.

At the point at which SDM Fabrication Limited entered administration, SDM Profiles Limited had a creditor balance of approximately £150,000 and no realistic means of recovering this debt from SDM Fabrication Limited.

During December 2025, a series of negotiations took place with the company's landlords, creditors and the Administrators of SDM Fabrication Limited to determine whether a viable route to recovery could be achieved.

Stuart Holdings Limited provided a limited amount of working capital, the landlords offered an extended rent-free period in respect of the former SDM Fabrication Limited premises, creditors provided extended payment terms, and the Administrators agreed to permit licensed use of certain key SDM Fabrication Limited assets. These measures enabled trading to recommence in January 2026.

In December 2025, the decision was made to change the company name to RM Steel Limited. This was intended to create a degree of visual and commercial separation from the company's recent trading history.

The company has now completed its first six months of trading under the RM Steel Limited name. An initial focus on subcontract fabrication work enabled the business to regain momentum and provided a foundation from which to pursue further opportunities in traditional markets.

Trading turnover for the first six months has fallen slightly short of initial projections, partly due to wider market conditions and anticipated disruption within the steel supply sector following the Government's reduction in steel import quotas, effective from July 2026.

Notwithstanding this, EBITDA performance remains broadly on track. Secured orders through to the financial year end now exceed £3 million, with further anticipated orders expected to increase this figure to approximately £4.5 million.

A further secured pipeline of approximately £3 million beyond the February 2027 accounting period supports a positive longer-term outlook. Recent negotiations to novate contracts from a competitor, which is currently entering a solvent liquidation process, have also provided access to new work opportunities in the residential sector in the South of England, which the company intends to develop further.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

GROUP STRATEGIC REPORT

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

The legacy creditor balances that were outstanding at the point of SDM Fabrication Limited's administration have now been cleared. Those creditors continue to provide commercial support, which is particularly valued given their potential exposure arising from the failure of other group businesses.

Working capital continues to be closely managed and monitored. This has been supported in part by clients' willingness to provide favourable payment terms, including deposit payments and early settlements, enabling the business to develop supplier relationships and maintain project delivery expectations.

Following audits completed in June 2026, the company successfully retained key trade-specific accreditations, including BS EN 1090-2 to Execution Class 4 and BS EN ISO 3834, together with ISO 9001 and ISO 14001 accreditations.

The company is currently working towards accreditation under the Constructionline Health & Safety pre-qualification scheme, with the objective of achieving Gold certification by year end. It has also received positive feedback and support from the British Constructional Steelwork Association, which it intends to rejoin in the coming months.

These accreditations are important within the sector, as they provide existing and prospective clients with assurance regarding the company's scope, standards and capabilities, and are expected to support the development of further opportunities within the steelwork sector.

In summary, management is satisfied with the performance achieved since January 2026 and remains grateful for the wide-ranging support received during this period. The team remains fully aware of the continuing challenges facing the business and is focused on maintaining profitable and sustainable trading.

Strategic Oversight

Stuart Holdings Limited retains strategic oversight of the remaining group businesses. However, developing business structures are providing greater autonomy within individual entities, enabling clearer day-to-day operational decision-making and supporting short-term growth and development objectives.

The group ethos underpinning these decisions is based on the following principles:

- Robust accounting and reporting practices that provide historical data, forward-looking insight and support for commercial decision-making.

- The protection and development of business cash balances to ensure that operating entities can accommodate market fluctuations as they arise.

- A culture of open communication, constructive challenge and transparency, with shared ownership of risk management across the workforce.

- A commitment to delivering exceptional service that meets or exceeds client expectations and supports strong commercial returns.

- Adherence to relevant legislation and industry guidance to ensure that high standards are maintained.

- Investment in people, technology and plant to ensure that each business can maximise opportunities within its respective market.

Risks & Uncertainty

The group auditors are expected to refer to the continuing uncertainty associated with the ongoing administration of SDM Fabrication Limited, including the validity of group loan balances and the potential risk that certain group debentures could be found to be non-binding.

Although the Administrators have raised challenges regarding the loan balances and debenture validity, the directors continue to assess these matters and have taken professional advice to facilitate an appropriate response. The group acknowledges the Administrators' need to undertake due diligence in testing this position and remains optimistic that a positive commercial outcome can be achieved.

Kimmys Autos Limited continues to develop a diverse client base with a healthy mix of members of the public, business and national organisations, payments are typically received at point of delivery and as such business risk is considered relatively low subject to the continued maintenance of service levels and the adherence to industry specific legislation.

SDM Safety Netting and Scaffold Limited undertakes works for a similarly diverse range of clients typically with standard purchase orders which incorporate business terms and conditions. The primary business risk is one of customer failure through insolvency.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

GROUP STRATEGIC REPORT

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

In view of current market conditions and the increasing number of business failures we are exploring the use of credit insurers to ensure that the business is protected in the event of a client failure.

RM Steel Limited operates in a market which is susceptible to multiple risks:

- Bidding and pricing.

- Supply chain and price volatility.

- Labour and material shortages.

- Contract disputes.

- Compliance and Insurance.

Important lessons have been gained from the events of the past year which have placed our management team in a strong position to identify and mitigate risks ensuring a well-defined scope of work supported by a clear strategy for delivery.

Overtrading is a significant risk particularly to RM Steel Limited and one which we continue to monitor and manage closely, maintaining regular financial reporting and commercial review for potential new projects is essential to ensure that cashflow is sufficiently maintained to facilitate project delivery. By working with clients to deliver favourable payment terms and conditions and negotiating realistic project timeframes we seek to mitigate the risk of cashflow depletion to ensure that we continue to meet our creditor liabilities.

Strategic Targets

Organic sustainable growth is anticipated across all businesses as they continue to develop over the coming year, in support of this growth the group will strive to:

- Maintain regular and robust reporting to facilitate sound commercial decision making.

- Reinforce business management teams through training and investment.

- Invest in the workforce including the development of apprentices within the businesses.

- Seek and maintain relevant and appropriate industry accreditation.

- Undertake regular dialogue with clients and suppliers to ensure sustainable delivery.

- Strive to minimise the environmental impact of our trading activities.

- Encourage engagement in Social Value within the community.

Conclusion

Overall, the group experienced a significant deterioration during 2025 because of delayed customer payments, reduced margins, inflationary cost pressures, delayed pipeline contracts, project delivery issues, creditor recovery action and the resulting loss of intercompany trading activity. These factors directly affected the viability of several group companies and led to the administration, liquidation or dissolution outcomes summarised above.

At the same time, the continuing group businesses are demonstrating evidence of stabilisation and recovery, supported by improved operational autonomy, controlled growth strategies, creditor settlement progress, working capital discipline, retained accreditations, developing order books and a clearer approach to governance and risk management.

ON BEHALF OF THE BOARD:

R G Melton - Director

17 July 2026

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

REPORT OF THE DIRECTORS

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

The directors present their report with the financial statements of the company and the group for the period 1 September 2023 to 27 February 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of structural steelwork fabrication and installation.

DIVIDENDS

A final dividend of £186.00 per share was paid during the year.

The total distribution of dividends for the period ended 27 February 2025 was £171,864.

EVENTS SINCE THE END OF THE PERIOD

On 27 November 2025 and 8 December 2025, subsequent to the reporting date, two fellow subsidiary companies of the Group entered insolvency processes and one further fellow subsidiary followed on the 15 January 2026.

The insolvency appointments arose following continued trading losses and cash flow pressures within those entities. At the reporting date, although trading conditions were challenging, formal insolvency processes had not commenced.

All subsidiary companies are indebted to the parent company and such balances are secured by debentures granted in favour of the parent company. The recoverability of those balances is dependent upon the outcome of the administration and liquidation processes and the realisation of underlying assets of these fellow subsidiary entities. The administrator of these entities has subsequently raised substantive queries regarding these loan balances and the validity of the debentures in place.

The directors are actively engaging with the appointed administrator and liquidators to maximise asset recoveries. As at the date of approval of these financial statements, the financial effect of the insolvency processes, including the level and timing of any distributions to the parent company, cannot be reliably quantified.

These events have been considered as part of the directors’ assessment of going concern as set out in Note 2.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 September 2023 to the date of this report.

P S G Melton

R G Melton

Mrs K H Melton

Mrs K R Melton

FINANCIAL INSTRUMENTS

The group's principal financial assets are tangible fixed assets, trade debtors and amounts recoverable on contracts.

The groups's credit risk is principally attributable to its trade debtors and amounts recoverable on contracts. The amounts presented on the Balance Sheet are net of allowance for doubtful debts. The group has no significant concentration of credit risk as it has exposure over a large number of customers.

DISCLOSURE IN THE STRATEGIC REPORT

In accordance with Section 414C(11) of the Companies Act 2006 other matters, normally included within this report, are set out in the Strategic Report.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

REPORT OF THE DIRECTORS

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 company and the group 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 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 company will continue in business.

The directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are 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 each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

R G Melton - Director

17 July 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

STUART HOLDINGS LIMITED

Disclaimer of opinion

We were engaged to audit the consolidated financial statements of Stuart Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 27 February 2025 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Consolidated 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).

We do not express an opinion on the accompanying financial statements of the group. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for disclaimer of opinion

On the 27 November 2025, the predominant trading subsidiary, SDM Fabrication Limited entered administration and another subsidiary Stuart Cranes & Plant Limited entered liquidation on 8 December 2025, together with a further subsidiary, Stuart Design & Build Limited on 15 January 2026.

RM Steel Limited (formerly SDM Profiles Limited), a subsidiary, ceased to trade in September 2025, recommenced trading in January 2026 undertaking similar work that had previously been undertaken by SDM Fabrication Limited.

Although the subsidiaries that have entered administration and liquidation have not prepared financial statements at the entity level they still remained under the control of the parent company Stuart Holdings Limited at the reporting date. As a result the figures that would have formed the financial statements prepared on a basis other than going concern have been consolidated within these group accounts. These figures include adjustments, including impairment of assets based on expected realisable values and also adjustments for onerous contracts to reflect that they are not a going concern. These adjustments have been included based on information available at the time of signing of the financial statements from the directors and administrators but also estimates made by them of the position as the administration process is still ongoing.

As detailed in note 2 most subsidiary companies are indebted to the parent company at 27 February 2025. These balances are secured by way of debentures in favour of the parent company. The total owing to the parent company at 27 February 2025 was £1,619,079. The administrator has subsequently raised substantive queries regarding these loan balances and the validity of the debentures in place. The directors are in the process of obtaining legal advice regarding this matter but are currently not in a position to make an assessment of the effect of these challenges. The effect of the outcome could be that intercompany balances are to be reclassified as transactions between different group entities. In addition movements on these balances subsequent to the balance sheet date may also be subject to reclassification.

Furthermore, if the validity of the debentures and security is found to not be enforceable then this could have a material effect on the remaining group members, if the balances were called upon by the parent company or companies in administration or insolvency processes. Depending upon the outcome of these investigations, it could result in members of the Group and the company impairing intercompany loan balances and may result in the accounts being prepared on a basis other than going concern.

Although the remaining trading entities continue to trade, they are utilising assets under the consent of the administrator on an informal basis. The transfer of these assets has yet to be formalised and is likely to be dependant on the outcome of the administrators investigations.

We were unable to confirm or verify by alternative means the likely outcome of the position. The effects are so material and pervasive that we are unable to form an opinion of the going concern basis, the intra-group balances or that recoverable amounts of assets and onerous contracts contained within the financial statements are free from mis-statement.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

STUART HOLDINGS LIMITED

Opinions on other matters prescribed by the Companies Act 2006

Notwithstanding our disclaimer of an opinion on the financial statements, in our opinion, based on the work undertaken in the course of the audit:

- the information given in the strategic report and directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the group and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors’ report.

Arising from the limitation of our work referred to above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

- we were unable to determine whether adequate accounting records have been kept.

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:

- returns adequate for our audit have not been received from branches not visited by us; or

- the 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

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page eight, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group'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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

STUART HOLDINGS LIMITED

Auditors' responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the group's financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor's report.

However, because of the matter described in the basis of disclaimer section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

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.

Extent to which the audit was considered capable of detecting irregularities

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

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined that the most significant are:

- Those that relate to the reporting framework (United Kingdom Accounting Standards in conformity with the

Companies Act 2006 and FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland").

- Relevant tax compliance regulations in the United Kingdom.

- In addition, we concluded that there are certain laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements; and laws and regulations relating to health and safety, employee matters and the environment.

We understood how the group is complying with those frameworks by making enquiries of management.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by discussion with management and our prior knowledge of the company's activities and controls. We have carried out procedures including a review of journal entries and a review of accounting estimates and judgements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Robert Booty ACA FCCA CTA (Senior Statutory Auditor)

for and on behalf of Wheelers

Chartered Accountants, Tax Consultants

& Statutory Auditors

27-29 Old Market

Wisbech

Cambridgeshire

PE13 1NE

17 July 2026

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

CONSOLIDATED

STATEMENT OF INCOME AND

RETAINED EARNINGS

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

| Period |

| 1.9.23 |

| to |  | Year ended

| 27.2.25 |  | 31.8.23

| Notes | £ | £ |

TURNOVER | 3 | 32,717,006 |  | 21,651,976 |  |

Cost of sales | 28,432,967 |  | 16,879,045 |  |

GROSS PROFIT | 4,284,039 |  | 4,772,931 |  |

Administrative expenses | 5,827,770 |  | 3,033,662 |  |

OPERATING (LOSS)/PROFIT | 5 | (1,543,731 | ) | 1,739,269 |  |

Exceptional items | 6 | 911,952 |  | - |  |

(2,455,683 | ) | 1,739,269 |  |

Interest receivable and similar income | 3,585 |  | 4,557 |  |

(2,452,098 | ) | 1,743,826 |  |

Interest payable and similar expenses | 7 | 189,323 |  | 101,501 |  |

(LOSS)/PROFIT BEFORE TAXATION | (2,641,421 | ) | 1,642,325 |  |

Tax on (loss)/profit | 8 | (459,000 | ) | 470,500 |  |

(LOSS)/PROFIT FOR THE FINANCIAL PERIOD | (2,182,421 | ) | 1,171,825 |  |

Retained earnings at beginning of period | 2,217,500 |  | 1,217,122 |  |

Dividends | 10 | (171,864 | ) | (171,447 | ) |

RETAINED EARNINGS FOR THE GROUP AT END OF PERIOD | (136,785 | ) | 2,217,500 |  |

(Loss)/profit attributable to:

Owners of the parent | (2,182,421 | ) | 1,171,825 |  |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

CONSOLIDATED BALANCE SHEET

27 FEBRUARY 2025

| 27.2.25 | 31.8.23 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 11 | 7,881 |  | 9,167 |  |

Tangible assets | 12 | 2,779,646 |  | 3,252,280 |  |

Investments | 13 | - |  | - |  |

2,787,527 |  | 3,261,447 |  |

CURRENT ASSETS

Stocks | 14 | 481,723 |  | 472,326 |  |

Debtors | 15 | 3,817,728 |  | 4,965,333 |  |

Cash at bank and in hand | 809,095 |  | 1,267,577 |  |

5,108,546 |  | 6,705,236 |  |

CREDITORS

Amounts falling due within one year | 16 | 6,532,776 |  | 5,811,152 |  |

NET CURRENT (LIABILITIES)/ASSETS | (1,424,230 | ) | 894,084 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 1,363,297 |  | 4,155,531 |  |

CREDITORS

Amounts falling due after more than one year | 17 | (1,156,230 | ) | (1,095,089 | ) |

PROVISIONS FOR LIABILITIES | 21 | (342,908 | ) | (841,998 | ) |

NET (LIABILITIES)/ASSETS | (135,841 | ) | 2,218,444 |  |

CAPITAL AND RESERVES

Called up share capital | 22 | 924 |  | 924 |  |

Capital redemption reserve | 23 | 20 |  | 20 |  |

Retained earnings | 23 | (136,785 | ) | 2,217,500 |  |

SHAREHOLDERS' FUNDS | (135,841 | ) | 2,218,444 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 17 July 2026 and were signed on its behalf by:

R G Melton - Director

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

COMPANY BALANCE SHEET

27 FEBRUARY 2025

| 27.2.25 | 31.8.23 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 11 | - |  | - |  |

Tangible assets | 12 | - |  | - |  |

Investments | 13 | 300 |  | 1,340 |  |

300 |  | 1,340 |  |

CURRENT ASSETS

Debtors | 15 | 1,657,115 |  | 862,551 |  |

Cash at bank | 3,700 |  | 179,260 |  |

1,660,815 |  | 1,041,811 |  |

CREDITORS

Amounts falling due within one year | 16 | 179,895 |  | 493,543 |  |

NET CURRENT ASSETS | 1,480,920 |  | 548,268 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 1,481,220 |  | 549,608 |  |

CAPITAL AND RESERVES

Called up share capital | 22 | 924 |  | 924 |  |

Retained earnings | 1,480,296 |  | 548,684 |  |

SHAREHOLDERS' FUNDS | 1,481,220 |  | 549,608 |  |

Company's profit for the financial year | 1,103,476 |  | 417,011 |  |

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

The financial statements were approved by the Board of Directors and authorised for issue on 17 July 2026 and were signed on its behalf by:

R G Melton - Director

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

CONSOLIDATED CASH FLOW STATEMENT

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

| Period |

| 1.9.23 |

| to |  | Year ended

| 27.2.25 |  | 31.8.23

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 1,300,939 |  | 1,822,551 |  |

Interest paid | (32,204 | ) | (97,949 | ) |

Interest element of hire purchase payments paid | (157,040 | ) | (71,172 | ) |

Net cash from operating activities | 1,111,695 |  | 1,653,430 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | (247 | ) | (10,000 | ) |

Purchase of tangible fixed assets | (483,736 | ) | (1,031,952 | ) |

Sale of tangible fixed assets | 83,525 |  | 44,001 |  |

Interest received | 3,585 |  | 4,557 |  |

Net cash from investing activities | (396,873 | ) | (993,394 | ) |

Cash flows from financing activities

Loan repayments in year | (104,624 | ) | (59,214 | ) |

Hire purchase capital repayments in year | (804,084 | ) | (399,190 | ) |

Amount withdrawn by directors | (92,732 | ) | (98,011 | ) |

Equity dividends paid | (171,864 | ) | - |  |

Net cash from financing activities | (1,173,304 | ) | (556,415 | ) |

(Decrease)/increase in cash and cash equivalents | (458,482 | ) | 103,621 |  |

Cash and cash equivalents at beginning of period | 2 | 1,267,577 |  | 1,163,956 |  |

Cash and cash equivalents at end of period | 2 | 809,095 |  | 1,267,577 |  |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| Period |

| 1.9.23 |

| to | Year ended

| 27.2.25 |  | 31.8.23

£ | £ |

| (Loss)/profit before taxation | (2,641,421 | ) | 1,642,325 |  |

| Depreciation charges | 1,022,690 |  | 448,898 |  |

| (Profit)/loss on disposal of fixed assets | (3,069 | ) | 3,768 |  |

| Movement in onerous contract | (40,091 | ) | 178,498 |  |

| Impairment of tangible fixed assets | 871,072 |  | - |  |

| Finance costs | 189,323 |  | 101,501 |  |

| Finance income | (3,585 | ) | (4,557 | ) |

(605,081 | ) | 2,370,433 |  |

| Increase in stocks | (9,397 | ) | (40,007 | ) |

| Decrease/(increase) in trade and other debtors | 1,281,972 |  | (1,775,876 | ) |

| Increase in trade and other creditors | 633,445 |  | 1,268,001 |  |

| Cash generated from operations | 1,300,939 |  | 1,822,551 |  |

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:

| Period ended 27 February 2025

| 27.2.25 |  | 1.9.23

£ | £ |

| Cash and cash equivalents | 809,095 |  | 1,267,577 |  |

| Year ended 31 August 2023

| 31.8.23 |  | 1.9.22

£ | £ |

| Cash and cash equivalents | 1,267,577 |  | 1,163,956 |  |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

3. | ANALYSIS OF CHANGES IN NET DEBT

| Other |

| non-cash |

| At 1.9.23 | Cash flow | changes | At 27.2.25

£ | £ | £ | £ |

| Net cash |

| Cash at bank

| and in hand | 1,267,577 |  | (458,482 | ) | 809,095 |  |

1,267,577 |  | (458,482 | ) | 809,095 |  |

| Debt

| Finance leases | (1,441,641 | ) | 804,084 |  | (1,016,312 | ) | (1,653,869 | ) |

| Debts falling due

| within 1 year | (67,454 | ) | 41,295 |  | - |  | (26,159 | ) |

| Debts falling due

| after 1 year | (63,329 | ) | 63,329 |  | - |  | - |  |

(1,572,424 | ) | 908,708 |  | (1,016,312 | ) | (1,680,028 | ) |

| Total | (304,847 | ) | 450,226 |  | (1,016,312 | ) | (870,933 | ) |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

1. | STATUTORY INFORMATION

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

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

| The principal place of business is Foundry Way, March, Cambridgeshire, PE15 0WR.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| The financial statements for the group have been prepared on a going concern basis.

| The Group accounts incorporate the results of all companies under the control of the parent company at the balance sheet date. As a result of the insolvency process of some of the subsidiary companies post year end these entities were not subject to audit for the reporting period at the entity level.

| They also include adjustments for the subsidiary companies that have entered insolvency processes since the year end. These adjustments have been included on consolidation as the entities individual financial statements would have been prepared on a basis other than going concern.

| As such this basis includes, where applicable, writing the company's assets down to net realisable value. Provisions have also been made in respect of contracts which have become onerous at the reporting date. No provision has been made for the future costs of terminating the business unless such costs were committed at the reporting date.

| During the period the company decided for operating reasons to change the accounting reference date to 27 February 2025. The current period is an 18 month period and the comparative is a 12 month period.

| Events and Conditions

| The Group has incurred trading losses and experienced sustained cash flow pressures since the reporting date. These conditions have resulted in working capital constraints and increased reliance on creditor support.

| Subsequent to the reporting date, on 27 November 2025 and 8 December 2025, two subsidiary companies entered insolvency processes followed by a further subsidiary on 15 January 2026. Further details of these events are set out in Note 26. The parent company and the remaining trading subsidiaries have not entered administration or liquidation and continue to operate at this time. These consolidated financial statements include the results and operations of all the entities including those which have entered insolvency proceedings on the basis that they were under the control of the group at the balance sheet date.

| Most subsidiary companies are indebted to the parent company. These balances are secured by debentures granted in favour of the parent company. However, the timing and quantum of any recoveries under those debentures are dependent on the outcome of formal insolvency processes and the realisable value of the underlying assets. Such outcomes are inherently uncertain and not within the direct control of the Group. Recoveries may also be affected by the settlement of preferential and secured creditor claims ranking ahead of or pari passu with the parent company.

| The administrator has raised certain queries regarding the origins of the loan balances and the validity of the debentures in place. Although the directors consider this to be remote, if this were the case then it is possible that amounts due to the parent may become amounts payable to the entities in administration. Depending upon the quantum of these balances it could have a material effect on the Groups ability to continue as a going concern.

| In addition the remaining trading entities are currently using assets owned by certain entities that are in administration/liquidation. The transfer of these assets has yet to be formalised and is likely to be dependant on the outcome of the realisation of funds under the relevant debentures.

| The Group operates within the UK construction sector, which continues to experience challenging market conditions, including reduced contract margins, subcontractor insolvencies, volatility in material costs, elevated financing costs and constrained access to project funding. These factors increase trading uncertainty and working capital risk across the sector.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

| Forecasts and Mitigating Actions

| Management has prepared forecasts covering the period to 31 July 2027, being at least 12 months from the date of approval of these financial statements.

| The forecasts are particularly sensitive to:

| - The timing and value of asset realisations within the group;

| - The level of future revenue generation within the remaining trading subsidiaries of Stuart Holdings Limited;

| - The successful implementation and timing of planned cost reductions within the group; and

| - The ongoing support of the landlord and the parent company.

| Management has considered reasonably possible downside scenarios, including delays in asset realisations and reductions in forecast trading performance. These scenarios demonstrate reduced liquidity headroom. While the Board believes that the mitigating actions available to it are sufficient to manage forecast cash flow requirements, the level of headroom is dependent upon the successful execution of these plans.

| Material Uncertainty

| The events and conditions described above indicate the existence of a material uncertainty which may cast significant doubt on the Group’s and the parent company’s ability to continue as a going concern.

| The financial statements do not include any adjustments that would result if the Group or the parent company were unable to continue as a going concern.

| Related party exemption

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

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

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

2. | ACCOUNTING POLICIES - continued

| Significant judgements and estimates

| The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements:

| Recoverability of long term contract balances

| The recoverability of trade and contract receivables is regularly reviewed in the light of available economic information specific to each receivable and provisions are recognised for balances considered to be irrecoverable.

| Revenue and profit recognition

| The estimation techniques used for revenue and profit recognition in respect of the company's long term contracts requires forecasts to be made of the outcome which includes assessments and judgements to be made on the recovery of changes in scope of work, contract programmes, maintenance and defects liabilities and changes in costs.

| Carrying value of tangible fixed assets and depreciation

| Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and the projected disposal values.

| Going concern

| The directors have exercised significant judgement in concluding that the going concern basis of preparation remains appropriate despite, the losses suffered by certain subsidiaries of the group and the subsequent insolvency of those subsidiaries after the reporting date.

| There is material estimation uncertainty in respect of:

| - The recoverability and timing of settlement of intra-group balances;

| - The continued availability of Group funding arrangements; and

| - Forecast revenue and working capital assumptions.

| The ultimate outcome of these matters may differ from the assumptions applied in the forecasts.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

2. | ACCOUNTING POLICIES - continued

| Revenue recognition

| Revenue comprises the fair value of the consideration received or receivable, net of value added tax, rebates and discounts.

| Revenue and profit are recognised as follows:

| Revenue on long term contracts is recognised by reference to the stage of completion of contract activity, and therefore, is sensitive to the ability to reliably assess the stage of completion. This is normally based on the costs incurred to date as a proportion of total anticipated contract costs. However, if this does not accurately reflect the stage of completion then an alternative approach is used instead. In making the assessment of costs to complete the contract, management considers not only specific forecast costs but also the level of risk on the project. In addition, if the final outcome of a contract cannot be reliably assessed, revenue recognition is limited to the level of costs incurred until such time that the contract has progressed sufficiently to make profit recognition appropriate. Where a contract is forecast to be loss making, full provision is made for such losses in the first year in which they are foreseen.

| Claims and variations are recognised as income when received or certified for payment, except that in preparing contract forecasts to completion, prudent and reasonable evaluation of claims may be included to mitigate foreseeable losses and only to the extent that there is reasonable certainty of reconcilability.

| Revenue on short term steel work is primarily derived from contracts to fabricate and install structural steelwork. Turnover from these contracts is recognised monthly based on the work completed under the contract.

| The group also manufactures and sells a range of steel products as supply only. Supply only work is recognised on delivery of the goods as the significant risk and rewards of ownership has been transferred to the buyer.

| Goodwill

| Goodwill, being the amount paid in connection with the acquisition of a business in 2011, is being amortised evenly over its estimated useful life of five years.

| Intangible assets

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

| Patents and licences are being amortised evenly over their estimated useful life of ten years.

| Computer software is being amortised evenly over its estimated useful life of ten years.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

| Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes costs directly attributable to making the asset capable of operating as intended.

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

| Leasehold improvements |  | - Straight line over 10 years and over term of the lease |  |

| Plant and machinery |  | - 15% reducing balance and 25% reducing balance |  |

| Fixtures and fittings |  | - 15% reducing balance and 20% reducing balance |  |

| Motor vehicles |  | - 25% reducing balance |  |

| Computer equipment |  | - 20% reducing balance |  |

| Depreciation is provided when the assets are available for use.

| The carrying values of tangible fixed assets are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable, and are written down immediately to their recoverable amount.

| Useful lives and residual values are reviewed annually and where adjustments are required, these are made accordingly.

| Stocks and work in progress

| Stocks 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.

| Work in progress consists of costs on contracts which are measured at being under 25% complete at the period end. Contracts at this early stage are not considered to be part of the work undertaken on long term contracts as there is not sufficient evidence to give an accurate reflection of likely outcome yet. As such costs are carried forward until such a time when the position can be measured reliably.

| Taxation

| Taxation for the period 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 period 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.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

2. | ACCOUNTING POLICIES - continued

| Hire purchase and leasing commitments

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

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

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

| Pension costs and other post-retirement benefits

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

| Long term contracts

| Amounts recoverable on contracts, which are included in debtors, are stated at cost plus attributable profit to the extent that this is reasonably certain after making provisions for contingencies less any losses incurred or foreseen in bringing contracts to completion, and less amounts received as progress payments. Cost for this purpose includes material costs and all overheads other than those relating to the general administration of the company. For any contracts where receipts exceed book value of work done, the excess is included in creditors as payments on account.

| Financial instruments

| Financial instruments are classified and accounted for, according to the substance of the contractual arrangement. The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities, including trade and other debtors, trade and other creditors, cash and bank balances at the transaction price.

| Exceptional item

| Exceptional items are material one-off items of income or expense that, by virtue of their size or incidence, are disclosed separately to provide a better understanding of the Group's underlying financial performance.

3. | TURNOVER

| The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by geographical market is given below:

| Period |

| 1.9.23 |

| to | Year ended

| 27.2.25 |  | 31.8.23

£ | £ |

| United Kingdom | 32,717,006 |  | 21,651,976 |  |

32,717,006 |  | 21,651,976 |  |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

4. | EMPLOYEES AND DIRECTORS

| Period |

| 1.9.23 |

| to | Year ended

| 27.2.25 |  | 31.8.23

£ | £ |

| Wages and salaries | 8,528,321 |  | 4,315,584 |  |

| Social security costs | 895,527 |  | 448,163 |  |

| Other pension costs | 172,346 |  | 89,338 |  |

9,596,194 |  | 4,853,085 |  |

| The average number of employees during the period was as follows:

| Period |

| 1.9.23 |

| to | Year ended

| 27.2.25 |  | 31.8.23

| Directors | 4 |  | 4 |  |

| Administration | 36 |  | 28 |  |

| Factory workers | 41 |  | 45 |  |

| Site workers | 53 |  | 29 |  |

| Drivers | 10 |  | 3 |  |

144 |  | 109 |  |

| Period |

| 1.9.23 |

| to | Year ended

| 27.2.25 |  | 31.8.23

£ | £ |

| Directors' remuneration | 115,380 |  | 68,435 |  |

| Directors' pension contributions to money purchase schemes | 47,947 |  | 32,207 |  |

5. | OPERATING (LOSS)/PROFIT

| The operating loss (2023 - operating profit) is stated after charging/(crediting):

| Period |

| 1.9.23 |

| to | Year ended

| 27.2.25 |  | 31.8.23

£ | £ |

| Hire of plant and machinery | 1,582,086 |  | 702,849 |  |

| Depreciation - owned assets | 460,211 |  | 170,795 |  |

| Depreciation - assets on hire purchase contracts | 560,943 |  | 277,271 |  |

| (Profit)/loss on disposal of fixed assets | (3,069 | ) | 3,768 |  |

| Patents and licences amortisation | 33 |  | - |  |

| Computer software amortisation | 1,500 |  | 833 |  |

| Auditors' remuneration | 34,395 |  | 2,400 |  |

| Auditor's remuneration for

| subsidiary accounts | 56,209 |  | 26,500 |  |

| Auditor's remuneration for

| non audit work | 22,312 |  | 25,046 |  |

| Rent | 329,761 |  | 111,490 |  |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

6. | EXCEPTIONAL ITEMS

| Period |

| 1.9.23 |

| to | Year ended

| 27.2.25 |  | 31.8.23

£ | £ |

| Exceptional items | (911,952 | ) | - |  |

| As a result of SDM Fabrication Limited, Stuart Cranes & Plant Limited and Stuart Design & Build Limited entering into administration and liquidation as detailed in noted 26, the going concern basis for these entities is considered to be no longer appropriate. As a result of the change in basis, certain assets of subsidiary companies have been impaired to their recoverable amounts consisting of £871,072 of impairment of fixed assets and £40,880 of irrecoverable retentions.

7. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| Period |

| 1.9.23 |

| to | Year ended

| 27.2.25 |  | 31.8.23

£ | £ |

| Bank loan interest | 16,324 |  | 21,418 |  |

| Interest on PAYE | 89 |  | - |  |

| Interest on corporation tax | 204 |  | - |  |

| Loan interest | 15,666 |  | 8,911 |  |

| Hire purchase interest | 157,040 |  | 71,172 |  |

189,323 |  | 101,501 |  |

8. | TAXATION

| Analysis of the tax (credit)/charge

| The tax (credit)/charge on the loss for the period was as follows:

| Period |

| 1.9.23 |

| to | Year ended

| 27.2.25 |  | 31.8.23

£ | £ |

| Deferred tax | (459,000 | ) | 470,500 |  |

| Tax on (loss)/profit | (459,000 | ) | 470,500 |  |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

8. | TAXATION - continued

| Reconciliation of total tax (credit)/charge included in profit and loss

| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| Period |

| 1.9.23 |

| to | Year ended

| 27.2.25 |  | 31.8.23

£ | £ |

| (Loss)/profit before tax | (2,641,421 | ) | 1,642,325 |  |

| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) | (660,355 | ) | 410,581 |  |

| Effects of:

| Expenses not deductible for tax purposes | 43,046 |  | 14,684 |  |

| Deferred tax not provided for | 158,309 |  | 48,305 |  |

| Super deduction | - |  | (3,070 | ) |

| Total tax (credit)/charge | (459,000 | ) | 470,500 |  |

9. | INDIVIDUAL INCOME STATEMENT

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

10. | DIVIDENDS

| Period |

| 1.9.23 |

| to | Year ended

| 27.2.25 |  | 31.8.23

£ | £ |

| Final | 171,864 |  | 171,447 |  |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

11. | INTANGIBLE FIXED ASSETS

| Group

| Patents |

| and |  | Computer |

| Goodwill |  | licences |  | software |  | Totals

£ | £ | £ | £ |

| COST

| At 1 September 2023 | 1 |  | - |  | 10,000 |  | 10,001 |  |

| Additions | - |  | 247 |  | - |  | 247 |  |

| At 27 February 2025 | 1 |  | 247 |  | 10,000 |  | 10,248 |  |

| AMORTISATION

| At 1 September 2023 | 1 |  | - |  | 833 |  | 834 |  |

| Amortisation for period | - |  | 33 |  | 1,500 |  | 1,533 |  |

| At 27 February 2025 | 1 |  | 33 |  | 2,333 |  | 2,367 |  |

| NET BOOK VALUE

| At 27 February 2025 | - |  | 214 |  | 7,667 |  | 7,881 |  |

| At 31 August 2023 | - |  | - |  | 9,167 |  | 9,167 |  |

12. | TANGIBLE FIXED ASSETS

| Group

| Fixtures

| Short |  | Plant and |  | and

| leasehold |  | machinery |  | fittings

£ | £ | £ |

| COST

| At 1 September 2023 | 441,148 |  | 2,881,462 |  | 185,693 |  |

| Additions | 63,298 |  | 997,969 |  | 54,998 |  |

| Disposals | - |  | - |  | - |  |

| At 27 February 2025 | 504,446 |  | 3,879,431 |  | 240,691 |  |

| DEPRECIATION

| At 1 September 2023 | 108,844 |  | 803,848 |  | 102,802 |  |

| Charge for period | 84,557 |  | 551,269 |  | 30,896 |  |

| Eliminated on disposal | - |  | - |  | - |  |

| Impairments | 291,574 |  | 421,185 |  | 96,520 |  |

| At 27 February 2025 | 484,975 |  | 1,776,302 |  | 230,218 |  |

| NET BOOK VALUE

| At 27 February 2025 | 19,471 |  | 2,103,129 |  | 10,473 |  |

| At 31 August 2023 | 332,304 |  | 2,077,614 |  | 82,891 |  |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

12. | TANGIBLE FIXED ASSETS - continued

| Group

| Motor |  | Computer |

| vehicles |  | equipment |  | Totals

£ | £ | £ |

| COST

| At 1 September 2023 | 1,059,317 |  | 18,656 |  | 4,586,276 |  |

| Additions | 375,154 |  | 8,629 |  | 1,500,048 |  |

| Disposals | (116,870 | ) | (70 | ) | (116,940 | ) |

| At 27 February 2025 | 1,317,601 |  | 27,215 |  | 5,969,384 |  |

| DEPRECIATION

| At 1 September 2023 | 315,793 |  | 2,709 |  | 1,333,996 |  |

| Charge for period | 347,975 |  | 6,457 |  | 1,021,154 |  |

| Eliminated on disposal | (36,484 | ) | - |  | (36,484 | ) |

| Impairments | 59,673 |  | 2,120 |  | 871,072 |  |

| At 27 February 2025 | 686,957 |  | 11,286 |  | 3,189,738 |  |

| NET BOOK VALUE

| At 27 February 2025 | 630,644 |  | 15,929 |  | 2,779,646 |  |

| At 31 August 2023 | 743,524 |  | 15,947 |  | 3,252,280 |  |

| Included within group fixed assets is an impairment to reflect the realisable values of assets within subsidiary companies that have entered insolvency processes since the period end. The realisable values are based on either proceeds less costs to sell, if this is known, or based on an estimate of realisable value from what the Administrators expect to recover from the remaining assets on hand.

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

| Plant and |  | Motor |

| machinery |  | vehicles |  | Totals

£ | £ | £ |

| COST

| At 1 September 2023 | 1,743,580 |  | 606,279 |  | 2,349,859 |  |

| Additions | 784,886 |  | 231,426 |  | 1,016,312 |  |

| Transfer to ownership | (202,000 | ) | (53,175 | ) | (255,175 | ) |

| At 27 February 2025 | 2,326,466 |  | 784,530 |  | 3,110,996 |  |

| DEPRECIATION

| At 1 September 2023 | 381,104 |  | 204,771 |  | 585,875 |  |

| Charge for period | 356,127 |  | 204,816 |  | 560,943 |  |

| Transfer to ownership | (89,646 | ) | (26,228 | ) | (115,874 | ) |

| At 27 February 2025 | 647,585 |  | 383,359 |  | 1,030,944 |  |

| NET BOOK VALUE

| At 27 February 2025 | 1,678,881 |  | 401,171 |  | 2,080,052 |  |

| At 31 August 2023 | 1,362,476 |  | 401,508 |  | 1,763,984 |  |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

13. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1 September 2023 | 1,340 |  |

| Additions | 100 |  |

| Impairments | (1,140 | ) |

| At 27 February 2025 | 300 |  |

| NET BOOK VALUE

| At 27 February 2025 | 300 |  |

| At 31 August 2023 | 1,340 |  |

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

| Subsidiaries

| SDM Fabrication Limited

| Registered office: Dencora Court, 2 Meridian Way, Norwich, Norfolk, NR7 0TA

| Nature of business: Structural steelwork fabrication/installation

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| 27.2.25 |  | 31.8.23

£ | £ |

| Aggregate capital and reserves | (773,864 | ) | 1,918,917 |  |

| (Loss)/profit for the period/year | (1,543,781 | ) | 1,403,054 |  |

| On 27 November 2025 this subsidiary entered administration.

| RM Steel Limited (Formerly SDM Profiles Limited)

| Registered office: 27-29 Old Market, Wisbech, PE13 1NE

| Nature of business: Engineering and metal fabrication

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| 27.2.25 |  | 31.8.23

£ | £ |

| Aggregate capital and reserves | (249,823 | ) | 37,232 |  |

| (Loss)/profit for the period/year | (287,055 | ) | 37,132 |  |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

13. | FIXED ASSET INVESTMENTS - continued

| SDM Safety Netting and Scaffold Limited

| Registered office: 27-29 Old Market, Wisbech, PE13 1NE

| Nature of business: Installation of scaffold and safety netting

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| 27.2.25 |  | 31.8.23

£ | £ |

| Aggregate capital and reserves | (214,653 | ) | (257,950 | ) |

| Profit/(loss) for the period/year | 43,297 |  | (258,050 | ) |

| Kimmy's Autos Limited

| Registered office: 27-29 Old Market, Wisbech, Cambridgeshire, England, PE13 1NE

| Nature of business: Car garage

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| 27.2.25 |  | 31.8.23

£ | £ |

| Aggregate capital and reserves | (260,928 | ) | (4,337 | ) |

| Loss for the period/year | (256,591 | ) | (4,437 | ) |

| The accounting reference date for company accounts is 31 August 2024. These financial statements were subject to audit. As a result of the accounting reference date not being co-terminus to the parent accounts, transactions between 1 September 2024 and 27 February 2025 have been audited at the group level.

| SDM Access Solutions Limited

| Registered office: 27-29 Old Market, Wisbech, Cambridgeshire, England, PE13 1NE

| Nature of business: Dormant

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| 27.2.25 |  | 31.8.23

£ | £ |

| Aggregate capital and reserves | (870 | ) | (200 | ) |

| Loss for the period/year | (670 | ) | (300 | ) |

| On 19 May 2026, the company was dissolved.

| Stuart Cranes & Plant Limited

| Registered office: 2 Dencora Court, 2 Meridian Way, Norwich, Norfolk, NR7 0TA

| Nature of business: Dormant

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| 27.2.25 |  | 31.8.23

£ | £ |

| Aggregate capital and reserves | (103,001 | ) | (688 | ) |

| Loss for the period/year | (102,313 | ) | (788 | ) |

| On 8 December 2025 this company entered liquidation.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

13. | FIXED ASSET INVESTMENTS - continued

| Stuart Design & Build Limited

| Registered office: 2 Dencora Court, 2 Meridian Way, Norwich, Norfolk, NR7 0TA

| Nature of business: Design and construction of commercial buildings

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| 27.2.25 |  | 31.8.23

£ | £ |

| Aggregate capital and reserves | (5,759 | ) | 100 |  |

| Loss for the period/year | (5,859 | ) | - |  |

| On 15 January 2026 this company entered liquidation.

14. | STOCKS

| Group |

| 27.2.25 |  | 31.8.23 |

£ | £ |

| Stocks | 235,304 |  | 374,113 |  |

| Work-in-progress | 246,419 |  | 98,213 |  |

481,723 |  | 472,326 |  |

15. | DEBTORS

| Group |  | Company |

| 27.2.25 |  | 31.8.23 |  | 27.2.25 |  | 31.8.23 |

£ | £ | £ | £ |

| Amounts falling due within one year: |

| Trade debtors | 2,392,098 |  | 2,960,453 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 1,619,079 |  | 562,510 |  |

| Amounts recoverable on contract | 1,177,873 |  | 1,570,828 |  | - |  | - |  |

| Other debtors | 31,525 |  | 8,964 |  | - |  | - |  |

| Directors' current accounts | 38,036 |  | - |  | 38,036 |  | - |  |

| Tax | - |  | 2,496 |  | - |  | - |  |

| VAT | 29,630 |  | 221,405 |  | - |  | 41 |  |

| Prepayments and accrued income | 147,606 |  | 201,187 |  | - |  | - |  |

3,816,768 |  | 4,965,333 |  | 1,657,115 |  | 562,551 |  |

| Amounts falling due afte r | more than one year: |

| Amounts owed by group undertakings | - |  | - |  | - |  | 300,000 |  |

| Other debtors | 960 |  | - |  | - |  | - |  |

960 |  | - |  | - |  | 300,000 |  |

| Aggregate amounts | 3,817,728 |  | 4,965,333 |  | 1,657,115 |  | 862,551 |  |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

| 27.2.25 |  | 31.8.23 |  | 27.2.25 |  | 31.8.23 |

£ | £ | £ | £ |

| Bank loans and overdrafts (see note 18) | 26,159 |  | 67,454 |  | - |  | - |  |

| Hire purchase contracts (see note 19) | 497,639 |  | 409,881 |  | - |  | - |  |

| Payments on account | 2,251,783 |  | 1,312,879 |  | - |  | - |  |

| Trade creditors | 2,850,980 |  | 3,146,616 |  | - |  | - |  |

| Amounts owed to group undertakings | - |  | - |  | 44,360 |  | 294,085 |  |

| Tax | 204 |  | - |  | 79 |  | - |  |

| Social security and other taxes | 253,905 |  | 164,952 |  | - |  | - |  |

| Other creditors | 110,578 |  | 134,242 |  | 83,629 |  | 91,611 |  |

| Directors' current accounts | 8,312 |  | 101,044 |  | 8,312 |  | 101,044 |  |

| Accruals and deferred income | 533,216 |  | 474,084 |  | 43,515 |  | 6,803 |  |

6,532,776 |  | 5,811,152 |  | 179,895 |  | 493,543 |  |

17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |

| 27.2.25 |  | 31.8.23 |

£ | £ |

| Bank loans (see note 18) | - |  | 63,329 |  |

| Hire purchase contracts (see note 19) | 1,156,230 |  | 1,031,760 |  |

1,156,230 |  | 1,095,089 |  |

18. | LOANS

| An analysis of the maturity of loans is given below:

| Group |

| 27.2.25 |  | 31.8.23 |

£ | £ |

| Amounts falling due within one year or on | demand: |

| Bank loans | 26,159 |  | 67,454 |  |

| Amounts falling due between one and two | years: |

| Bank loans - 1-2 years | - |  | 63,329 |  |

| The bank loan is a loan under the Coronavirus Business Interruption Loan Scheme ("CBILS"). The original loan of £250,000 was for 60 months repayable in 48 fixed monthly installments of £6,716.29 commencing July 2021.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

19. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Hire purchase |

| contracts |

| 27.2.25 |  | 31.8.23 |

£ | £ |

| Gross obligations repayable:

| Within one year | 597,022 |  | 491,653 |  |

| Between one and five years | 1,154,520 |  | 1,141,387 |  |

| In more than five years | 138,003 |  | - |  |

1,889,545 |  | 1,633,040 |  |

| Finance charges repayable:

| Within one year | 99,383 |  | 81,772 |  |

| Between one and five years | 130,153 |  | 109,627 |  |

| In more than five years | 6,140 |  | - |  |

235,676 |  | 191,399 |  |

| Net obligations repayable:

| Within one year | 497,639 |  | 409,881 |  |

| Between one and five years | 1,024,367 |  | 1,031,760 |  |

| In more than five years | 131,863 |  | - |  |

1,653,869 |  | 1,441,641 |  |

| Group

| Non-cancellable |

| operating leases |

| 27.2.25 |  | 31.8.23

£ | £ |

| Within one year | 177,975 |  | 68,740 |  |

| Between one and five years | 294,475 |  | 153,000 |  |

| In more than five years | 115,000 |  | - |  |

587,450 |  | 221,740 |  |

| Included within hire purchase contract liabilities is an agreement with a balance of £14,846 with no corresponding fixed asset entry. This relates to a fixed asset which was bought on behalf of a customer. The hire purchase liability is being repaid in full by the customer and the balance owed is included within other debtors.

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

20. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |

| 27.2.25 |  | 31.8.23 |

£ | £ |

| Hire purchase contracts | 1,653,869 |  | 1,441,641 |  |

| The obligations under hire purchase agreements are secured over the assets to which they relate.

21. | PROVISIONS FOR LIABILITIES

| Group |

| 27.2.25 |  | 31.8.23 |

£ | £ |

| Deferred tax

| Accelerated capital allowances | 204,500 |  | 663,500 |  |

| Other provisions

| Onerous contracts | 138,408 |  | 178,498 |  |

| Aggregate amounts | 342,908 |  | 841,998 |  |

| Group

| Deferred tax |  | Onerous contracts |

£ | £ |

| Balance at 1 September 2023 | 663,500 |  | 178,498 |  |

| Provided during period | (459,000 | ) | (40,090 | ) |

| Balance at 27 February 2025 | 204,500 |  | 138,408 |  |

| The provision for onerous contracts relates to 21 sales contracts entered into by the group before the year end, where directors now anticipate that the contracts will ultimately be loss making. In accordance with FRS 102, a provision has been made for the anticipated losses.

22. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 27.2.25 |  | 31.8.23

| value: | £ | £ |

| 924 | Ordinary | £1 | 924 |  | 924 |  |

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

23. | RESERVES

| Group

| Capital |

| Retained |  | redemption |

| earnings |  | reserve |  | Totals

£ | £ | £ |

| At 1 September 2023 | 2,217,500 |  | 20 |  | 2,217,520 |  |

| Deficit for the period | (2,182,421 | ) | (2,182,421 | ) |

| Dividends | (171,864 | ) | (171,864 | ) |

| At 27 February 2025 | (136,785 | ) | 20 |  | (136,765 | ) |

24. | CAPITAL COMMITMENTS

| 27.2.25 |  | 31.8.23

£ | £ |

| Contracted but not provided for in the

| financial statements | - |  | 639,057 |  |

25. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| The following advances and credits to directors subsisted during the period ended 27 February 2025 and the year ended 31 August 2023:

| 27.2.25 |  | 31.8.23

£ | £ |

| P S G Melton

| Balance outstanding at start of period | - |  | - |  |

| Amounts advanced | 2,393 |  | 8,612 |  |

| Amounts repaid | (2,393 | ) | (8,612 | ) |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of period | - |  | - |  |

| R G Melton

| Balance outstanding at start of period | - |  | - |  |

| Amounts advanced | 106,706 |  | - |  |

| Amounts repaid | (68,670 | ) | - |  |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of period | 38,036 |  | - |  |

| Interest is charged on directors loan account balances in excess of £10,000 at 2.25%.

26. | RELATED PARTY DISCLOSURES

| The directors charged the group interest at 5% on their loan account balances amounting to £3,216 (2023 - £3,552).

| Interest was included on balances owed to the directors' family at 5% amounting to £7,800 (2023 - Nil).

| At the end of the period, amounts still outstanding from staff loans to group employees amounted to £18,353 (2023 - £8,212).

| STUART HOLDINGS LIMITED (REGISTERED NUMBER: 12278775) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 SEPTEMBER 2023 TO 27 FEBRUARY 2025

27. | POST BALANCE SHEET EVENTS

| On 27 November 2025, a subsidiary company entered the insolvency process followed by a further subsidiary on 8 December 2025 and another on 15 January 2026.

| The Parent company and remaining subsidiaries have not entered into any formal insolvency process and either continue to trade profitably or expect to return to profitability based on managements forecasts.

| The directors have assessed these events as non-adjusting events under Section 32 of FRS 102, as they do not provide evidence of conditions that existed at the reporting date specific to the group.

| The director has considered the potential impact of these insolvency processes on the group’s operations, including the effect on group liquidity and intra-group funding arrangements, as part of the going concern assessment described in Note 2.

| As a result of these insolvencies certain members of the group have moved premises to sites previously occupied by other group members. All of the occupations were on either an annual tenancy or informal arrangements. The property previously occupied by RM Steel Limited (formerly SDM Profiles Limited) is now occupied by Kimmy's Autos Limited.

| The results for the entities that have subsequently entered insolvency processes are as follows:

|  | SDM Fabrication Limited |  | Stuart Cranes & Plant Limited |  | Stuart Design & Build Limited |  |

|  | £ |  | £ |  | £ |  |

| Turnover |  | 30,826,158 |  | 1,748,567 |  | 77,279 |  |

| Loss for the period |  | (1,543,781 | ) | (102,313 | ) | (5,859 | ) |

| Aggregate Capital and Reserves |  | (773,864 | ) | (103,001 | ) | (5,759 | ) |

| At the date of approval of these financial statements, the financial impact of the wider group insolvency processes on the Company cannot be reliably quantified.

28. | ULTIMATE CONTROLLING PARTY

| There is no ultimate controlling party of the group.

29. | LEASE AGREEMENT

| A tenancy at will for the property which a subsidiary company, RM Steel Limited, trades from was signed in SDM Fabrication Limited's name, a fellow group company. SDM Fabrication Limited entered administration on 27 November 2025. The company continued to operate from the site until December 2025 when the site became occupied by Kimmy's Autos Limited, a fellow subsidiary of Stuart Holdings Limited.

| At the time of signing the accounts, the novation of this agreement was still in the process of being completed in favour of Kimmy's Autos Limited. As a result of the uncertainty regarding this novation, full provision of £38,278 in respect of the residual value of the leasehold improvements has been made in the accounts of RM Steel Limited.