REGISTERED NUMBER: 04394255 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31st October 2025

for

KELLS HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other 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

16

DIRECTORS:

E M Broderick

Mrs A D Broderick

REGISTERED OFFICE:

Unit 2

Riverside Industrial Park

Coneger Road

Eastleigh

Hampshire

SO50 6JQ

REGISTERED NUMBER:

04394255 (England and Wales)

AUDITORS:

Eastleigh Accountants Limited

Statutory Auditors and Accountants

89 Leigh Road

Eastleigh

Hampshire

SO50 9DQ

BANKERS:

Santander

Sunderland

SR43 4GG

The directors present their strategic report of the company and the group for the year ended 31st October 2025.

REVIEW OF BUSINESS

The building industry as a whole is finding the current economic and political environment challenging with the group being no exception. There is a reluctance on the part of house builders to commence new sites, together with ongoing inflationary pressures.The results for the year need to be reviewed in this context.

A summary of the key financial indicators are listed below:-

Turnover for the year has decreased from £32,638,988 in 2024 to £25,554,047 in 2025, however cost of sales have decreased from £28,758,618 to £23,451,805. As a consequence gross profit for the year was £2,102,242 (8.23%) compared to £3,880,370 (11.89%) in 2024.

General overheads have decreased in the year to £2,330,022 from £2,906,356 in 2024. This is due to a reduction in administrative staff and a tighter control over motor expenses as a result of the reduction in volume of business.

The net effect of the above is a profit for the year after tax of £263,391 (2024: £1,359,017) of which £277,698 is attributable to the group (2024: £1,136,152).

After accounting for dividends of £123,072 (2024: £116,262) there is a retained profit for the year of £154,626 which has increased group retained earnings at 31st October 2025 to £12,046,850 (2024: £11,892,224). Shareholders' funds have increased from £12,522,224 to £12,676,850.

Group liquidity at the year end had increased to 271.12% (2024: 222.31%) and gearing had decreased from 1.84% in 2024 to 1.35% in 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

Given the current economic and political climate, together with uncertainty over interest rates, there is a current downturn in the housing industry. Whilst this situation remains the directors are aware of the need to manage funds accordingly. They believe that they have sufficient reserves to navigate through this difficult period.

Further, the group is always at the ongoing risk of incurring significant costs as a result of uninsured defective site work. Full provision is made in the financial statements in this regard, where deemed appropriate, on an annual basis.

ON BEHALF OF THE BOARD:

E M Broderick - Director

16th July 2026

The directors present their report with the financial statements of the company and the group for the year ended 31st October 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31st October 2025 will be £ 123,072 .

FUTURE DEVELOPMENTS

The directors have no plans to fundamentally change the nature or level of business undertaken with the group.

DIRECTORS

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

E M Broderick

Mrs A D Broderick

POLITICAL DONATIONS AND EXPENDITURE

During the year the group made charitable donations totalling £5,717 (2024: £8,782) to registered charities.

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:

E M Broderick - Director

16th July 2026

Opinion

We have audited the financial statements of Kells Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st October 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31st October 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 three, 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud. We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements , whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

-

Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected, and alleged fraud;

-

Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

-

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

-

Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

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.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Duncan Jefferies FCCA (Senior Statutory Auditor)

for and on behalf of Eastleigh Accountants Limited

Statutory Auditors and Accountants

89 Leigh Road

Eastleigh

Hampshire

SO50 9DQ

17th July 2026

TURNOVER

25,554,047

32,638,988

Cost of sales

23,451,805

28,758,618

GROSS PROFIT

2,102,242

3,880,370

Administrative expenses

2,330,022

2,909,354

(227,780

)

971,016

Other operating income

24,512

10,607

Gain/loss on revaluation of investments

302

184

OPERATING (LOSS)/PROFIT

4

(202,966

)

981,807

Income from interest in associated undertakings

18,000

6,400

Interest receivable and similar income

553,168

502,876

571,168

509,276

368,202

1,491,083

Interest payable and similar expenses

5

12,921

7,599

PROFIT BEFORE TAXATION

355,281

1,483,484

Tax on profit

6

91,890

124,467

PROFIT FOR THE FINANCIAL YEAR

263,391

1,359,017

Profit attributable to:

Owners of the parent

277,698

1,136,152

Non-controlling interests

(14,307

)

222,865

263,391

1,359,017

PROFIT FOR THE YEAR

263,391

1,359,017

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

263,391

1,359,017

Total comprehensive income attributable to:

Owners of the parent

277,698

1,232,152

Non-controlling interests

(14,307

)

126,865

263,391

1,359,017

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

1,288,266

2,259,407

Investments

11

Interest in associate

40

40

Other investments

4,374,780

3,933,648

5,663,086

6,193,095

CURRENT ASSETS

Debtors

12

8,759,698

9,329,702

Investments

13

1,827

1,526

Cash at bank and in hand

3,715,354

4,638,226

12,476,879

13,969,454

CREDITORS

Amounts falling due within one year

14

4,597,357

6,283,672

NET CURRENT ASSETS

7,879,522

7,685,782

TOTAL ASSETS LESS CURRENT LIABILITIES

13,542,608

13,878,877

CREDITORS

Amounts falling due after more than one year

15

(71,368

)

(212,373

)

PROVISIONS FOR LIABILITIES

17

-

(335,582

)

NET ASSETS

13,471,240

13,330,922

CAPITAL AND RESERVES

Called up share capital

18

190

190

Share premium

19

629,810

629,810

Retained earnings

19

12,046,850

11,892,224

SHAREHOLDERS' FUNDS

12,676,850

12,522,224

NON-CONTROLLING INTERESTS

794,390

808,698

TOTAL EQUITY

13,471,240

13,330,922

The financial statements were approved by the Board of Directors and authorised for issue on 16th July 2026 and were signed on its behalf by:

E M Broderick - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

5,230,985

4,789,853

5,230,985

4,789,853

CURRENT ASSETS

Debtors

12

3,665,191

3,724,597

Cash at bank

1,766,905

1,741,882

5,432,096

5,466,479

CREDITORS

Amounts falling due within one year

14

127,121

68,212

NET CURRENT ASSETS

5,304,975

5,398,267

TOTAL ASSETS LESS CURRENT LIABILITIES

10,535,960

10,188,120

CAPITAL AND RESERVES

Called up share capital

18

190

190

Share premium

19

629,810

629,810

Retained earnings

19

9,905,960

9,558,120

SHAREHOLDERS' FUNDS

10,535,960

10,188,120

Company's profit for the financial year

470,912

734,418

The financial statements were approved by the Board of Directors and authorised for issue on 16th July 2026 and were signed on its behalf by:

E M Broderick - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1st November 2023

190

10,872,334

629,810

Changes in equity

Dividends

-

(116,262

)

-

Total comprehensive income

-

1,136,152

-

Balance at 31st October 2024

190

11,892,224

629,810

Changes in equity

Dividends

-

(123,072

)

-

Total comprehensive income

-

277,698

-

Balance at 31st October 2025

190

12,046,850

629,810

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1st November 2023

11,502,334

681,833

12,184,167

Changes in equity

Dividends

(116,262

)

-

(116,262

)

Total comprehensive income

1,136,152

126,865

1,263,017

Balance at 31st October 2024

12,522,224

808,698

13,330,922

Changes in equity

Dividends

(123,072

)

-

(123,072

)

Total comprehensive income

277,698

(14,307

)

263,391

Balance at 31st October 2025

12,676,850

794,391

13,471,241

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1st November 2023

190

8,939,964

629,810

9,569,964

Changes in equity

Dividends

-

(116,262

)

-

(116,262

)

Total comprehensive income

-

734,418

-

734,418

Balance at 31st October 2024

190

9,558,120

629,810

10,188,120

Changes in equity

Dividends

-

(123,072

)

-

(123,072

)

Total comprehensive income

-

470,912

-

470,912

Balance at 31st October 2025

190

9,905,960

629,810

10,535,960

Cash flows from operating activities

Cash generated from operations

1

(528,033

)

1,865,347

Interest element of hire purchase payments paid

(12,921

)

(7,599

)

Tax paid

(211,290

)

(296,131

)

Net cash from operating activities

(752,244

)

1,561,617

Cash flows from investing activities

Purchase of tangible fixed assets

(98,434

)

(1,052,662

)

Purchase of fixed asset investments

(441,873

)

(1,254,000

)

Sale of tangible fixed assets

40,051

84,661

Sale of fixed asset investments

47,447

46,342

Interest received

553,168

502,876

Dividends received

18,000

6,400

Net cash from investing activities

118,359

(1,666,383

)

Cash flows from financing activities

Share of Profit in LLP's not received

(136,305

)

(44,202

)

Capital repayments in year

(125,375

)

365,001

Dividends paid to Minority

-

(96,000

)

Funds received from LLP

95,765

-

Equity dividends paid

(123,072

)

(116,262

)

Net cash from financing activities

(288,987

)

108,537

(Decrease)/increase in cash and cash equivalents

(922,872

)

3,771

Cash and cash equivalents at beginning of year

2

4,638,226

4,634,455

Cash and cash equivalents at end of year

2

3,715,354

4,638,226

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

2025

2024

£

£

Profit before taxation

355,281

1,483,484

Depreciation charges

1,062,216

1,289,521

Profit on disposal of fixed assets

(32,692

)

(63,305

)

Gain on revaluation of fixed assets

(302

)

(184

)

Finance costs

12,921

7,599

Finance income

(571,168

)

(509,276

)

826,256

2,207,839

Decrease/(increase) in trade and other debtors

576,488

(668,905

)

(Decrease)/increase in trade and other creditors

(1,930,777

)

326,413

Cash generated from operations

(528,033

)

1,865,347

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 31st October 2025

31.10.25

1.11.24

£

£

Cash and cash equivalents

3,715,354

4,638,226

Year ended 31st October 2024

31.10.24

1.11.23

£

£

Cash and cash equivalents

4,638,226

4,634,455

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.11.24

Cash flow

At 31.10.25

£

£

£

Net cash

Cash at bank and in hand

4,638,226

(922,872

)

3,715,354

4,638,226

(922,872

)

3,715,354

Liquid resources

Current asset investments

1,526

301

1,827

1,526

301

1,827

Debt

Finance leases

(370,311

)

125,375

(244,936

)

(370,311

)

125,375

(244,936

)

Total

4,269,441

(797,196

)

3,472,245

1.	STATUTORY INFORMATION

Kells 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.

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2002, 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.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on cost

Motor vehicles

-

25% on cost

Office Equipment

-

25% on cost

Investments in associates

Investments in associate undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

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