REGISTERED NUMBER: 06524598 (England and Wales)

REPORT OF THE DIRECTORS AND

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026

FOR

FENLAND HOLDINGS LTD

Page

Company Information

1

Report of the Directors

2

Consolidated Income Statement

3

Consolidated Statement of Financial Position

4

Company Statement of Financial Position

6

Consolidated Statement of Changes in Equity

7

Company Statement of Changes in Equity

8

Notes to the Consolidated Financial Statements

9

DIRECTORS:

A R Bacon

C Preston

D Stark

D Dean

S Felgate

REGISTERED OFFICE:

9 High Green

Great Shelford

Cambridge

Cambridgeshire

CB22 5EG

REGISTERED NUMBER:

06524598 (England and Wales)

ACCOUNTANTS:

Ad Valorem Accountancy Services Limited

Chartered Certified Accountants

2 Manor Farm Court

Old Wolverton Road

Old Wolverton

Milton Keynes

Buckinghamshire

MK12 5NN

The directors present their report with the financial statements of the company and the group for the year ended 31 January 2026.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 February 2025 to the date of this report.

A R Bacon

C Preston

D Stark

D Dean

S Felgate

GOING CONCERN

After making reasonable enquiries, the directors are confident that the group will have adequate resources to continue in operational existence for the foreseeable future. The directors therefore consider it appropriate to continue to adopt the going concern basis in preparation of these financial statements.

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

ON BEHALF OF THE BOARD:

A R Bacon - Director

21 July 2026

TURNOVER

10,000,578

9,744,694

Cost of sales

7,699,367

7,091,307

GROSS PROFIT

2,301,211

2,653,387

Administrative expenses

1,315,965

1,303,739

985,246

1,349,648

Other operating income

3,535

-

OPERATING PROFIT

988,781

1,349,648

Interest receivable and similar income

8,691

7,988

997,472

1,357,636

Interest payable and similar expenses

6,127

8,582

PROFIT BEFORE TAXATION

991,345

1,349,054

Tax on profit

316,417

419,209

PROFIT FOR THE FINANCIAL YEAR

674,928

929,845

Profit attributable to:

Owners of the parent

674,928

929,845

FIXED ASSETS

Intangible assets

6

719,955

988,778

Tangible assets

7

310,982

288,436

Investments

8

-

-

1,030,937

1,277,214

CURRENT ASSETS

Stocks

59,394

88,220

Debtors

9

2,556,615

2,551,733

Cash at bank

874,244

1,334,101

3,490,253

3,974,054

CREDITORS

Amounts falling due within one year

10

987,890

1,351,368

NET CURRENT ASSETS

2,502,363

2,622,686

TOTAL ASSETS LESS CURRENT LIABILITIES

3,533,300

3,899,900

CREDITORS

Amounts falling due after more than one year

11

(53,467

)

(53,331

)

PROVISIONS FOR LIABILITIES

(48,543

)

(42,715

)

NET ASSETS

3,431,290

3,803,854

CAPITAL AND RESERVES

Called up share capital

14

61

61

Share premium

1,696,641

1,696,641

Capital redemption reserve

50

50

Retained earnings

1,734,538

2,107,102

SHAREHOLDERS' FUNDS

3,431,290

3,803,854

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

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

The directors acknowledge their responsibilities for:

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

(b)

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2026 and were signed on its behalf by:

A R Bacon - Director

FIXED ASSETS

Intangible assets

6

-

-

Tangible assets

7

-

-

Investments

8

8,555,459

8,300,000

8,555,459

8,300,000

CREDITORS

Amounts falling due within one year

10

3,262,184

2,207,911

NET CURRENT LIABILITIES

(3,262,184

)

(2,207,911

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,293,275

6,092,089

CAPITAL AND RESERVES

Called up share capital

14

61

61

Share premium

1,696,641

1,696,641

Capital redemption reserve

50

50

Retained earnings

3,596,523

4,395,337

SHAREHOLDERS' FUNDS

5,293,275

6,092,089

Company's profit/(loss) for the financial year

248,678

(33,630

)

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

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

The directors acknowledge their responsibilities for:

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

(b)

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2026 and were signed on its behalf by:

A R Bacon - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 February 2024

57

3,006,003

1,696,641

50

4,702,751

Changes in equity

Profit for the year

-

929,845

-

-

929,845

Contribution to Fenland Holdings EOT

-

(1,828,746

)

-

-

(1,828,746

)

Total comprehensive income

-

(898,901

)

-

-

(898,901

)

Issue of share capital

4

-

-

-

4

Balance at 31 January 2025

61

2,107,102

1,696,641

50

3,803,854

Changes in equity

Profit for the year

-

674,928

-

-

674,928

Contribution to Fenland Holdings EOT

-

(1,047,492

)

-

-

(1,047,492

)

Total comprehensive income

-

(372,564

)

-

-

(372,564

)

Balance at 31 January 2026

61

1,734,538

1,696,641

50

3,431,290

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 February 2024

57

6,257,713

1,696,641

50

7,954,461

Changes in equity

Deficit for the year

-

(33,630

)

-

-

(33,630

)

Contribution to Fenland Holdings EOT

-

(1,828,746

)

-

-

(1,828,746

)

Total comprehensive income

-

(1,862,376

)

-

-

(1,862,376

)

Issue of share capital

4

-

-

-

4

Balance at 31 January 2025

61

4,395,337

1,696,641

50

6,092,089

Changes in equity

Profit for the year

-

248,678

-

-

248,678

Contribution to Fenland Holdings EOT

-

(1,047,492

)

-

-

(1,047,492

)

Total comprehensive income

-

(798,814

)

-

-

(798,814

)

Balance at 31 January 2026

61

3,596,523

1,696,641

50

5,293,275

1.	STATUTORY INFORMATION

Fenland Holdings Ltd 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 (£).

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention.

BASIS OF CONSOLIDATION

The financial statements consolidate the accounts of Fenland Holdings Ltd and all of its subsidiary undertakings ('subsidiaries').

TURNOVER

Turnover comprises revenue recognised by the group in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

Contract revenue within turnover includes the value of work completed during the financial year after reference to the total sales value and the stage of completion of the contract, as detailed more fully below.

GOODWILL

Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the identifiable assets and liabilities. It is amortised to the Income Statement over its estimated useful life. Goodwill arising on the acquisition of Fenland Flat Roofing Limited is being amortised over a useful economic life of 20 years subject to any provisions for impairment.

TANGIBLE FIXED ASSETS

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

Improvements to property

-

10% on cost

Fixtures and fittings

-

25% on reducing balance

Motor vehicles

-

25% on reducing balance

STOCKS

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

HIRE PURCHASE AND LEASING COMMITMENTS

Assets obtained under hire purchase contracts or finance leases are capitalised in the statement of financial position. 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.

INVESTMENTS IN SUBSIDIARIES

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

AMOUNTS RECOVERABLE ON CONTRACTS

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

DEBTORS AND CREDITORS RECEIVABLE/PAYABLE WITHIN ONE YEAR

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

DIVIDENDS AND CONTRIBUTIONS

Interim dividends and distributions to the Employee Ownership Trust are recognised when paid.

TAX

Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. it is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. 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.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2025 - 5 ) .

The average number of employees by undertakings that were proportionately consolidated during the year was 20 (2025 - 20 ) .

5.	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.

6.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 February 2025

and 31 January 2026

5,376,460

AMORTISATION

At 1 February 2025

4,387,682

Eliminated on disposal

268,823

At 31 January 2026

4,656,505

NET BOOK VALUE

At 31 January 2026

719,955

At 31 January 2025

988,778

Following the receipt of a large dividend from the company's trading subsidiary Fenland Flat Roofing Limited during the period ended 31 January 2015, the directors conducted an impairment review of the goodwill in the consolidated balance sheet and the investment in the company balance sheet relating to that company at that date. The recoverable amount of the goodwill and the investment was determined based on value in use calculations, using budgets and cash flow projections established by the directors and by applying a discount rate and growth rate comparable to market rates for other assets of a similar nature and risk. In making this assessment, the directors used a discount rate of 10%, prudently assumed a growth rate of 0% and estimated that cash flow generation would be maintained at or above the then current levels.

As a result of this review, the carrying value of the investment in the company balance sheet was written down to £5,750,000 as at 31 January 2015 and the directors considered that no adjustment was required to the carrying value of goodwill in the consolidated balance sheet as the value in use exceeded the carrying value at that date. Further reviews have been carried out and the directors considered that no adjustment to the carrying value of the investment was necessary for the years ended 31 January 2016 and 31 January 2017 and that the value in use of the goodwill exceeded its carrying value at each of those dates.

A further review was carried out for the year ended 31 January 2018 and the directors considered that £1,000,000 of the provision for impairment of the investment could be written back, the value of the investment having increased due to improved trading performance.

A further review was carried out for the year ended 31 January 2020 and the director considered that in recognition of the reduced profit levels in the subsidiary for the preceding two years, an adjustment was required for that year to reduce the carrying value of the investment to £5,000,000. The director also considered that an impairment provision of £250,000 was required to reduce the carrying value of goodwill to its estimated value in use.

A further review was carried out for the year ended 31 January 2021 and the director considered that no further adjustment was required to the carrying value of the investment in the company's balance sheet or to the carrying value of goodwill in the consolidated balance sheet.

A further review was carried out for the year ended 31 January 2022, and in the light of much improved trading performance in the subsidiary, the director considered it appropriate to write back £2,000,000 of the provision made against the carrying value of the investment, so as to increase that carrying value to £7,000,000, and to write back the £250,000 impairment provision made in the year ended 31 January 2020 against the carrying value of the goodwill.

A further review was carried out for the year ended 31 January 2023 following the continued improvement in the trading performance of the subsidiary. Based on this, the director considered it appropriate to write back another £1,300,000 of the provision made against the carrying value of the investment so as to increase that carrying value to £8,300,000.

A further review was carried out for the year ended 31 January 2024 and 31 January 2025. The directors considered that no further adjustment to the carrying value was necessary.

A further review was carried out for the year ended 31 January 2026, and the directors considered the better trading performance in the subsidiary. Based on this, the directors considered it is appropriate to write back the remaining provision of £255,459 made against the carrying value of the investment so as to increase the carrying value to its original cost of £8,555,459.

7.	TANGIBLE FIXED ASSETS

Group

Fixtures

Improvements

and

Motor

to property

fittings

vehicles

Totals

£

£

£

£

COST

At 1 February 2025

99,881

127,025

380,011

606,917

Additions

-

13,911

115,450

129,361

Disposals

-

(10,526

)

(41,197

)

(51,723

)

At 31 January 2026

99,881

130,410

454,264

684,555

DEPRECIATION

At 1 February 2025

72,213

84,349

161,919

318,481

Charge for year

9,988

12,691

71,949

94,628

Eliminated on disposal

-

(9,621

)

(29,915

)

(39,536

)

At 31 January 2026

82,201

87,419

203,953

373,573

NET BOOK VALUE

At 31 January 2026

17,680

42,991

250,311

310,982

At 31 January 2025

27,668

42,676

218,092

288,436

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

Motor

vehicles

£

COST

At 1 February 2025

177,178

Additions

115,450

Transfer to ownership

(17,000

)

At 31 January 2026

275,628

DEPRECIATION

At 1 February 2025

40,300

Charge for year

51,367

Transfer to ownership

(9,745

)

At 31 January 2026

81,922

NET BOOK VALUE

At 31 January 2026

193,706

At 31 January 2025

136,878

8.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 February 2025

and 31 January 2026

8,555,459

PROVISIONS

At 1 February 2025

255,459

Reversal of impairments

(255,459

)

At 31 January 2026

-

NET BOOK VALUE

At 31 January 2026

8,555,459

At 31 January 2025

8,300,000

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

SUBSIDIARY

Fenland Flat Roofing Limited

Registered office: 9 High Green, Great Shelford, Cambridge CB22 5EG

Nature of business: Roofing contractors

%

Class of shares:

holding

Ordinary

100.00

2026

2025

£

£

Aggregate capital and reserves

5,973,655

5,022,986

Profit for the year

950,969

1,232,297

Details of the movements in the impairment provision are shown in note 6.

9.

DEBTORS

Group

2026

2025

£

£

Amounts falling due within one year:

Trade debtors

88,800

269,448

Amounts recoverable on

contracts

1,398,682

1,329,894

Other debtors

1,398

1,095

Directors' current accounts

301

-

VAT

88,263

112,548

Prepayments and accrued income

259,826

328,493

1,837,270

2,041,478

Amounts falling due after more than one

year:

Amounts recoverable on

contracts

719,345

510,255

719,345

510,255

Aggregate amounts

2,556,615

2,551,733

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2026

2025

2026

2025

£

£

£

£

Hire purchase contracts (see note 12)

57,647

38,177

-

-

Trade creditors

622,540

827,497

-

-

Amounts owed to group undertakings

-

-

3,260,884

2,206,611

Tax

96,589

219,713

-

-

Social security and other taxes

51,231

64,013

-

-

Other creditors

12,870

1,654

-

-

Accruals and deferred income

147,013

200,314

1,300

1,300

987,890

1,351,368

3,262,184

2,207,911

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

2026

2025

£

£

Hire purchase contracts (see note 12)

53,467

53,331