REGISTERED NUMBER: 05142333 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

FOR

STARBANK HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

Mr G Darbyshire

Mr P G Darbyshire

Mrs W K Elsworthy

Mrs M K Darbyshire

SECRETARY:

Mrs M K Darbyshire

REGISTERED OFFICE:

Unit 2 Anglezarke Road

Sankey Valley Industrial Estate

Newton Le Willows

Merseyside

WA12 8DJ

REGISTERED NUMBER:

05142333 (England and Wales)

AUDITORS:

Livesey Spottiswood Ltd

Chartered Accountants and

Statutory Auditors

17 George Street

St Helens

Merseyside

WA10 1DB

BANKERS:

HSBC Bank plc

Central Lancashire Commercial Centre

Beech House

Caxton Road, Fulwood

Preston

PR2 9NZ

SOLICITORS:

Tickle Hall Cross

Carlton Chambers

25 Hardshaw Street

St Helens

Merseyside

WA10 1RP

The directors present their strategic report of the company and the group for the year ended 30 November 2025.

During the year, the group's principal activity continued to be that of laminate fabricators and postformers.

REVIEW OF BUSINESS

The directors are pleased to report an extremely positive turnaround in sales and profits for the year ended 30 November 2025, following a particularly challenging prior year.

With the issues relating to the new machinery now resolved and delayed customer projects progressing once again, we are pleased to confirm that sales and profits were at record levels for the organisation.

Sales & Profit

The directors consider turnover and operating profit to be key indicators of financial performance.

Turnover increased by 21.1% during the year to a record £10,887,657, compared with the previous year's turnover of £8,989,416. This growth was driven by delayed projects progressing during the year, together with increased business from both new and existing clients. Growth in the second half of the financial year was particularly strong, and the directors are confident that this momentum will continue into the new financial year, delivering further growth in turnover.

Operating profit increased significantly from £631,111 (7.0% of turnover) in the previous year to a record £1,574,858 (14.5% of turnover).

In recognition of these excellent results, the directors introduced a company profit sharing scheme for employees of Starbank Panel Products Ltd, under which 5% of total profit were distributed amongst all colleagues. The scheme will be offered again next year to reward and incentivise colleagues as the business continues to pursue sustainable growth and improved profitability.

Cash Flow

Cashflow remained positive throughout the year, improving as the year progressed despite all capital investment during the year being funded through cashflow. The cashflow forecast for the coming year is looking very positive.

Production

Another busy year of investment in new plant and machinery began with the removal of the existing Storage Retrieval System and one of the two Schelling Beam Saws, making way for their modern replacements. Once this phase was complete, the second Schelling Beam Saw was removed in preparation for the installation of a further new Beam Saw in the first quarter of the new financial year.

Both Beam Saws will be fully integrated with the new Storage Retrieval System, delivering significant improvements in efficiency and productivity. The upgraded storage system provides approximately 40% more board storage capacity, while four indeed stations offer greater flexibility for loading stock or feeding boards directly to the saws on larger projects. In addition, the new saws feature automatic panel labelling to further enhance operational efficiency.

The project was completed smoothly, with no major disruption to production or impact on output.

Human Resources

During 2025, we built on the recruitment successes of the previous year, welcoming several new employees to the Starbank team. As the business continues to grow, succession planning and skills development remain key priorities to ensure we have the capability to support future expansion.

Towards the end of the financial year, the directors approved the introduction of a third shift within the CNC department, requiring the recruitment of an additional team. Recruitment and interviews took place in the early part of the new financial year and the new shift was fully resourced and operational by the end of February 2026. This investment will provide significant additional capacity in one of our busiest departments.

Recruitment will remain a key priority throughout 2026 as we continue to support the anticipated growth in turnover.

Investment / Development

With the installation of the two new Beam Saws and Storage Retrieval System taking place immediately after the removal of the existing equipment, the directors felt it was prudent to allow production time to fully integrate and optimise the new machinery before committing to any further major capital investment.

However, during the year the group acquired the assets and welcomed three employees from a fire door customer that entered administration. The additional skills, expertise and machinery gained through this acquisition will enable Starbank to offer a more comprehensive product offering to its fire door customers.

Carbon reduction & ESG

The organisation has secured another 24-month, 100% renewable energy supply contract with British Gas which will commence in April 2027 when the existing contract finishes. This will ensure that all of the electricity used within the business continues to come from renewable energy.

The IT manager has been trialling energy sensors on the submeters in the LV room, which generate data that will be used to populate an energy dashboard he has developed. The aim is to identify further energy savings by targeting waste areas. This will be an ongoing project to deliver future reductions in energy consumption.

There has been major investment in the biomass system with the installation of a new electrostatic filter, to ensure emissions are maintained at a very low level. Other upgrades to the system are also planned for the current year.

PRINCIPAL RISKS AND UNCERTAINTIES

The business remains vigilant against risk, and we will ensure that we act quickly to mitigate any risks we identify. The business strategy map plays a key role in identifying and mitigating risk, this is reviewed monthly by the management team.

ON BEHALF OF THE BOARD:

Mr P G Darbyshire - Director

15 July 2026

The directors present their report with the financial statements of the company and the group for the year ended 30 November 2025.

DIVIDENDS

The total distribution of dividends for the year ended 30th November 2025 will be £455,000 (2024 - £520,000).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 December 2024 to the date of this report.

Mr G Darbyshire

Mr P G Darbyshire

Mrs W K Elsworthy

Mrs M K Darbyshire

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

A qualifying third party indemnity provision as defined in section 234 of the Companies Act 2006, applicable to all of the company's directors was in place during the financial year and continues to be in force as at the date these financial statements were approved.

DISCLOSURE IN THE STRATEGIC REPORT

The group has chosen in accordance with section 414C of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the group strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

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;

-	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.

ON BEHALF OF THE BOARD:

Mrs W K Elsworthy - Director

15 July 2026

Opinion

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

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

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

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

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

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

-	certain disclosures of 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 Statement of Directors' Responsibilities set out on page four, 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.

Auditors' responsibilities for the audit of the financial statements

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

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

- Discussions with management and those involved in the financial reporting process including consideration of known or suspected instances of non-compliance with laws and regulations central to the company's ability to operate, and fraud;

- Evaluation and testing of the operating effectiveness of management's controls designed to prevent and detect irregularities; and

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or of significant monetary amounts.

There are inherent limitations in the audit procedures described above. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

Use of our report

This report is made solely to the company's shareholders, 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 shareholders 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 shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew McMinnis FCA FCCA (Senior Statutory Auditor)

for and on behalf of Livesey Spottiswood Ltd

Chartered Accountants and

Statutory Auditors

17 George Street

St Helens

Merseyside

WA10 1DB

21 July 2026

TURNOVER

3

10,887,657

8,989,416

Cost of sales

(6,921,815

)

(5,970,263

)

GROSS PROFIT

3,965,842

3,019,153

Administrative expenses

(3,152,861

)

(3,094,834

)

812,981

(75,681

)

Other operating income

761,877

706,792

OPERATING PROFIT

5

1,574,858

631,111

Unrealised gain on revaluation of land and buildings

6

-

3,412,627

1,574,858

4,043,738

Interest receivable and similar income

20,203

57,128

1,595,061

4,100,866

Interest payable and similar expenses

7

(117,742

)

(124,948

)

PROFIT BEFORE TAXATION

1,477,319

3,975,918

Tax on profit

8

(247,026

)

(883,522

)

PROFIT FOR THE FINANCIAL YEAR

1,230,293

3,092,396

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,230,293

3,092,396

Profit attributable to:

Owners of the parent

1,230,293

3,092,396

Total comprehensive income attributable to:

Owners of the parent

1,230,293

3,092,396

FIXED ASSETS

Tangible assets

11

12,049,841

12,438,203

Investments

12

-

-

12,049,841

12,438,203

CURRENT ASSETS

Stocks

13

516,603

428,337

Debtors

14

2,581,809

1,617,272

Cash at bank and in hand

1,659,977

1,699,266

4,758,389

3,744,875

CREDITORS

Amounts falling due within one year

15

(3,193,054

)

(2,499,859

)

NET CURRENT ASSETS

1,565,335

1,245,016

TOTAL ASSETS LESS CURRENT LIABILITIES

13,615,176

13,683,219

CREDITORS

Amounts falling due after more than one year

16

(1,130,870

)

(1,668,749

)

PROVISIONS FOR LIABILITIES

20

(2,109,075

)

(2,414,532

)

NET ASSETS

10,375,231

9,599,938

CAPITAL AND RESERVES

Called up share capital

21

1,000

1,000

Revaluation reserve

22

2,139,169

2,183,125

Capital redemption reserve

22

850,000

850,000

Retained earnings

22

7,385,062

6,565,813

SHAREHOLDERS' FUNDS

10,375,231

9,599,938

The financial statements were approved by the Board of Directors and authorised for issue on 15 July 2026 and were signed on its behalf by:

Mr P G Darbyshire - Director

FIXED ASSETS

Tangible assets

11

7,233,171

7,139,436

Investments

12

859,000

859,000

8,092,171

7,998,436

CURRENT ASSETS

Debtors

14

251,618

190,577

Cash at bank

176,685

83,337

428,303

273,914

CREDITORS

Amounts falling due within one year

15

(1,288,284

)

(333,124

)

NET CURRENT LIABILITIES

(859,981

)

(59,210

)

TOTAL ASSETS LESS CURRENT LIABILITIES

7,232,190

7,939,226

CREDITORS

Amounts falling due after more than one year

16

(636,233

)

(1,385,566

)

PROVISIONS FOR LIABILITIES

20

(951,232

)

(1,022,144

)

NET ASSETS

5,644,725

5,531,516

CAPITAL AND RESERVES

Called up share capital

21

1,000

1,000

Revaluation reserve

22

2,139,169

2,183,125

Capital redemption reserve

22

850,000

850,000

Retained earnings

22

2,654,556

2,497,391

SHAREHOLDERS' FUNDS

5,644,725

5,531,516

Company's profit for the financial year

568,209

3,223,189

The financial statements were approved by the Board of Directors and authorised for issue on 15 July 2026 and were signed on its behalf by:

Mr P G Darbyshire - Director

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 December 2023

1,000

6,176,542

-

850,000

7,027,542

Changes in equity

Dividends paid

-

(520,000

)

-

-

(520,000

)

Total comprehensive income

-

909,271

2,183,125

-

3,092,396

Balance at 30 November 2024

1,000

6,565,813

2,183,125

850,000

9,599,938

Changes in equity

Dividends paid

-

(455,000

)

-

-

(455,000

)

Total comprehensive income

-

1,274,249

(43,956

)

-

1,230,293

Balance at 30 November 2025

1,000

7,385,062

2,139,169

850,000

10,375,231

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 December 2023

1,000

1,977,327

-

850,000

2,828,327

Changes in equity

Dividends paid

-

(520,000

)

-

-

(520,000

)

Total comprehensive income

-

1,040,064

2,183,125

-

3,223,189

Balance at 30 November 2024

1,000

2,497,391

2,183,125

850,000

5,531,516

Changes in equity

Dividends paid

-

(455,000

)

-

-

(455,000

)

Total comprehensive income

-

612,165

(43,956

)

-

568,209

Balance at 30 November 2025

1,000

2,654,556

2,139,169

850,000

5,644,725

Cash flows from operating activities

Cash generated from operations

1

2,241,278

1,878,764

Interest paid

(33,526

)

(31,242

)

Interest element of hire purchase payments paid

(84,216

)

(93,706

)

Tax paid

(18,937

)

-

Net cash from operating activities

2,104,599

1,753,816

Cash flows from investing activities

Purchase of tangible fixed assets

(813,782

)

(410,078

)

Sale of tangible fixed assets

115,520

3,713

Interest received

20,203

57,128

Net cash from investing activities

(678,059

)

(349,237

)

Cash flows from financing activities

Loan repayments in year

(85,009

)

(87,292

)

Capital repayments in year

(934,568

)

(957,599

)

Amount introduced by directors

-

1,000

Amount withdrawn by directors

(1,000

)

-

Equity dividends paid

(455,000

)

(520,000

)

Net cash from financing activities

(1,475,577

)

(1,563,891

)

Decrease in cash and cash equivalents

(49,037

)

(159,312

)

Cash and cash equivalents at beginning of year

2

1,699,266

1,855,613

Effect of foreign exchange rate changes

9,748

2,965

Cash and cash equivalents at end of year

2

1,659,977

1,699,266

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

2025

2024

£

£

Profit before taxation

1,477,319

3,975,918

Depreciation charges

989,608

1,055,073

Loss on disposal of fixed assets

97,016

8,281

Exchange rate variances

(9,748

)

(2,965

)

Gain on revaluation of land & buildings

-

(3,412,627

)

Finance costs

117,742

124,948

Finance income

(20,203

)

(57,128

)

2,651,734

1,691,500

Increase in stocks

(88,266

)

(102,255

)

(Increase)/decrease in trade and other debtors

(964,537

)

632,626

Increase/(decrease) in trade and other creditors

642,347

(343,107

)

Cash generated from operations

2,241,278

1,878,764

2.	CASH AND CASH EQUIVALENTS

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

Year ended 30 November 2025

30/11/25

1/12/24

£

£

Cash and cash equivalents

1,659,977

1,699,266

Year ended 30 November 2024

30/11/24

1/12/23

£

£

Cash and cash equivalents

1,699,266

1,855,613

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/12/24

Cash flow

At 30/11/25

£

£

£

Net cash

Cash at bank and in hand

1,699,266

(39,289

)

1,659,977

1,699,266

(39,289

)

1,659,977

Debt

Finance leases

(1,880,111

)

934,568

(945,543

)

Debts falling due within 1 year

(92,050

)

(2,650

)

(94,700

)

Debts falling due after 1 year

(723,892

)

87,659

(636,233

)

(2,696,053

)

1,019,577

(1,676,476

)

Total

(996,787

)

980,288

(16,499

)