| REGISTERED NUMBER: 16039016 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| FOR |
| ES HOLDCO LIMITED |
| REGISTERED NUMBER: 16039016 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| FOR |
| ES HOLDCO LIMITED |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Consolidated Income Statement | 9 |
| Consolidated Other Comprehensive Income | 10 |
| Consolidated Balance Sheet | 11 |
| Company Balance Sheet | 12 |
| Consolidated Statement of Changes in Equity | 13 |
| Company Statement of Changes in Equity | 14 |
| Consolidated Cash Flow Statement | 15 |
| Notes to the Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Financial Statements | 17 |
| ES HOLDCO LIMITED |
| COMPANY INFORMATION |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants and Statutory Auditor |
| Riverside House |
| 1-5 Como Street |
| Romford |
| Essex |
| RM7 7DN |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| The directors present their strategic report of the company and the group for the period 24 October 2024 to 31 October 2025. |
| REVIEW OF BUSINESS |
| The group continues to prioritise mechanical and electrical maintenance and project services, supporting a broad client base across both commercial and residential sectors within Central and Greater London. |
| This year represents the first full financial period following the formation of the parent company and the transfer of shares. Turnover for the year amounted to £24.9m, reflecting strong contract retention, the award of new maintenance agreements, and continued demand for planned preventative maintenance services across multiple industries. The level of turnover achieved demonstrates the underlying strength of the Group's operations and management's continued focus on expanding market share and improving client retention. |
| The gross profit margin was 27%, a slight decrease compared with the prior year margin of 28% before the formation of the parent company. The reduction primarily reflects the strategic appointment of key personnel, ongoing investment in smart building technology, and enhancements to the Group's ESG strategy. These initiatives are intended to strengthen the service offering and support sustainable long term growth. |
| The directors note that while revenue growth was robust, operating margins were affected by cost inflation across several inputs, particularly during peak demand periods. In response, the group is implementing a range of mitigation measures, including supplier negotiations and a comprehensive pricing strategy review. |
| The net profit margin for the year was 6%, reflecting the margin pressures outlined above, together with a measured increase in administrative overheads. These costs were largely attributable to investment in IT systems and staffing, both essential to scaling operations and improving service delivery. |
| The group remains in a strong financial position, maintaining a prudent approach to cash management and capital expenditure. Leadership is committed to driving operational efficiency and sustaining profitability in a competitive, cost-sensitive market. |
| The directors consider the results for the year to be satisfactory and are confident in the group's ability to deliver continued progress in the forthcoming financial year. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The directors have identified the following principal risks and uncertainties that could impact the group's future performance: |
| Cost Inflation: The group is exposed to fluctuations in the cost of materials, parts, and subcontractor services, which could compress profit margins if not managed effectively. |
| Competitive Market: The air-conditioning maintenance sector is competitive, with pricing pressures potentially impacting revenue growth and profitability. |
| Operational Capacity: Dependence on skilled technicians means that difficulties in recruitment or retention could affect the group's ability to meet customer demand and maintain service levels. |
| Regulatory Compliance: Changes in health and safety or environmental regulations may require operational adjustments, potentially increasing compliance costs. |
| Economic Conditions: Broader economic downturns could reduce demand for maintenance services as clients delay non-essential expenditure. |
| The directors continuously monitor these risks and maintain policies and controls to mitigate their impact, including cost management initiatives, staff development programmes, and ongoing regulatory review. |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| FINANCIAL KEY PERFORMANCE INDICATORS |
| The directors monitor the performance of the group using a limited set of key performance indicators (KPIs) which they consider most relevant to assessing business performance and strategic progress. The principal KPIs for the year under review are as follows and have been discussed in detail above: |
| Turnover |
| Net profit |
| These KPIs are reviewed regularly by the board to assess operational effectiveness, financial health, and to guide strategic decision-making. The directors also consider additional qualitative factors, including customer satisfaction and service quality, in evaluating overall group performance. |
| ON BEHALF OF THE BOARD: |
| 30 April 2026 |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| The directors present their report with the financial statements of the company and the group for the period 24 October 2024 to 31 October 2025. |
| INCORPORATION |
| The group was incorporated on 24 October 2024 and commenced trading on the same date. |
| DIVIDENDS |
| An interim dividend of 62.399 per share was paid on 31 October 2025. The directors recommend that no final dividend be paid. |
| The total distribution of dividends for the period ended 31 October 2025 will be £ 623,990 . |
| DIRECTORS |
| The directors who have held office during the period from 24 October 2024 to the date of this report are as follows: |
| All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
| 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| AUDITORS |
| The auditors, Clemence Hoar Cummings, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ES HOLDCO LIMITED |
| Opinion |
| We have audited the financial statements of ES Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 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 31 October 2025 and of the group's profit for the period 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ES HOLDCO LIMITED |
| 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ES HOLDCO LIMITED |
| 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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| - We obtained an understanding of the legal and regulatory frameworks applicable to the company and determined those laws and regulations that were considered to have a direct effect on the financial statements, including the Companies Act 2006 and relevant tax legislation; |
| - We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur, by making enquiries of management and those charged with governance, and by considering known or suspected instances of non-compliance with laws and regulations; |
| - We evaluated management’s controls, policies and procedures for the identification, evaluation and compliance with laws and regulations, and considered whether appropriate matters had been communicated to those charged with governance; and |
| - We considered the results of our audit procedures and evaluated whether any matters identified during the audit indicated the possibility of irregularities, including fraud, impacting the financial statements. |
| 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. |
| for and on behalf of |
| Chartered Accountants and Statutory Auditor |
| Riverside House |
| 1-5 Como Street |
| Romford |
| Essex |
| RM7 7DN |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| CONSOLIDATED |
| INCOME STATEMENT |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| Notes | £ |
| TURNOVER | 24,956,005 |
| Cost of sales | 18,171,883 |
| GROSS PROFIT | 6,784,122 |
| Administrative expenses | 5,781,557 |
| OPERATING PROFIT | 4 | 1,002,565 |
| Interest payable and similar expenses | 5 | 112,275 |
| PROFIT BEFORE TAXATION | 890,290 |
| Tax on profit | 6 | 563,158 |
| PROFIT FOR THE FINANCIAL PERIOD |
| Profit attributable to: |
| Owners of the parent | 327,132 |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| CONSOLIDATED |
| OTHER COMPREHENSIVE INCOME |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| Notes | £ |
| PROFIT FOR THE PERIOD | 327,132 |
| OTHER COMPREHENSIVE INCOME | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
327,132 |
| Total comprehensive income attributable to: |
| Owners of the parent | 327,132 |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| CONSOLIDATED BALANCE SHEET |
| 31 OCTOBER 2025 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 | 11,632,378 |
| Tangible assets | 10 | 850,855 |
| Investments | 11 | 1,900 |
| 12,485,133 |
| CURRENT ASSETS |
| Debtors | 12 | 4,528,262 |
| Cash at bank and in hand | 1,704,094 |
| 6,232,356 |
| CREDITORS |
| Amounts falling due within one year | 13 | 4,283,741 |
| NET CURRENT ASSETS | 1,948,615 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
14,433,748 |
| CREDITORS |
| Amounts falling due after more than one year |
14 |
(1,192,477 |
) |
| PROVISIONS FOR LIABILITIES | 17 | (98,129 | ) |
| NET ASSETS | 13,143,142 |
| CAPITAL AND RESERVES |
| Called up share capital | 18 | 10,000 |
| Share premium | 19 | 13,430,000 |
| Retained earnings | 19 | (296,858 | ) |
| SHAREHOLDERS' FUNDS | 13,143,142 |
| The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2026 and were signed on its behalf by: |
| L P O'Donoghue - Director |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| COMPANY BALANCE SHEET |
| 31 OCTOBER 2025 |
| Notes | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 18 |
| Share premium | 19 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 623,990 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | 10,000 | - | 13,430,000 | 13,440,000 |
| Dividends | - | (623,990 | ) | - | (623,990 | ) |
| Total comprehensive income | - | 327,132 | - | 327,132 |
| Balance at 31 October 2025 | 10,000 | (296,858 | ) | 13,430,000 | 13,143,142 |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 31 October 2025 |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| Notes | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 1,526,117 |
| Interest paid | (70,309 | ) |
| Interest element of hire purchase or finance lease rental payments paid |
(10,037 |
) |
| Finance costs paid | (31,929 | ) |
| Tax paid | (314,169 | ) |
| Net cash from operating activities | 1,099,673 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (92,073 | ) |
| Sale of tangible fixed assets | 14,167 |
| Net cash from investing activities | (77,906 | ) |
| Cash flows from financing activities |
| New loans in year | 2,150,000 |
| Loan repayments in year | (499,650 | ) |
| Cash & cash equivalents at consolidation | (330,549 | ) |
| Capital repayments in year | (13,484 | ) |
| Equity dividends paid | (623,990 | ) |
| Net cash from financing activities | 682,327 |
| Increase in cash and cash equivalents | 1,704,094 |
| Cash and cash equivalents at beginning of period |
2 |
- |
| Cash and cash equivalents at end of period |
2 |
1,704,094 |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| £ |
| Profit before taxation | 890,290 |
| Depreciation charges | 1,530,484 |
| Profit on disposal of fixed assets | (1,897 | ) |
| Finance costs | 112,275 |
| 2,531,152 |
| Increase in trade and other debtors | (4,528,262 | ) |
| Increase in trade and other creditors | 3,523,227 |
| Cash generated from operations | 1,526,117 |
| 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 31 October 2025 |
| 31.10.25 | 24.10.24 |
| £ | £ |
| Cash and cash equivalents | 1,704,094 | - |
| This is the Group’s first year of consolidation. Accordingly, the consolidated cash flow statement includes only cash flows arising during the period after the subsidiary became a member of the Group. Cash and cash equivalents held by the subsidiary prior to the date of consolidation are treated as opening Group cash balances and do not represent cash flows of the period. |
| As a result, the net movement in cash and cash equivalents shown in the consolidated cash flow statement does not directly reconcile to the change in cash and cash equivalents between the opening and closing consolidated balance sheets. The difference reflects cash balances held by the subsidiary at the date it joined the Group, rather than cash movements generated by the Group during the period. |
| Cash and cash equivalents comprise cash at bank and in hand. Bank overdrafts repayable on demand are included within cash and cash equivalents where applicable. |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 24.10.24 | Cash flow | At 31.10.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | - | 1,704,094 | 1,704,094 |
| - | 1,704,094 | 1,704,094 |
| Debt |
| Debts falling due within 1 year | - | (457,873 | ) | (457,873 | ) |
| Debts falling due after 1 year | - | (1,192,477 | ) | (1,192,477 | ) |
| - | (1,650,350 | ) | (1,650,350 | ) |
| Total | - | 53,744 | 53,744 |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| 1. | STATUTORY INFORMATION |
| ES Holdco Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Turnover |
| Turnover represents the fair value of consideration receivable for services provided in the ordinary course of business, net of VAT and discounts. |
| The company generates revenue from the following principal sources: |
| Service contracts |
| Revenue arising from service contracts is recognised over time as the services are provided, as the customer simultaneously receives and consumes the benefits of the services performed. Revenue is recognised on a straight line basis or by reference to the stage of completion of the contract at the reporting date, where this faithfully depicts the transfer of services to the customer. |
| Where services have been performed but not yet billed at the reporting date, accrued income is recognised. Where invoices have been raised in advance of the related services being performed, the invoiced amount is deferred and recognised as deferred income. |
| Quoted works |
| Revenue from quoted works is recognised at the point in time when the service has been completed and control has transferred to the customer, which is typically when the work is performed and the customer is invoiced. |
| Goodwill |
| 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 or, if held under a finance lease, over the lease term, whichever is the |
| shorter. |
| Improvements to property - 10% on cost |
| Fixtures and fittings - 15% on reducing balance |
| Motor vehicles - 25% on cost |
| Freehold property is valued using the cost model and is therefore held at cost less accumulated depreciation (for the building component) and impairment losses. The land is not subject to depreciation due to its indefinite useful life, while the buildings are depreciated over the following estimated useful life: |
| Freehold property - 50 years |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| 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 company's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was as follows: |
| 2025 |
| Director | 2 |
| Employees | 125 |
| 127 |
| £ |
| Directors' remuneration | 338,224 |
| Information regarding the highest paid director is as follows: |
| £ |
| Emoluments etc | 244,024 |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| 4. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| £ |
| Hire of plant and machinery | 49,005 |
| Depreciation - owned assets | 237,998 |
| Profit on disposal of fixed assets | (1,897 | ) |
| Goodwill amortisation | 1,292,487 |
| Auditors remuneration | 12,000 |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| £ |
| Bank loan interest | 70,309 |
| Hire purchase | 10,037 |
| Interest on late payment - tax | 31,929 |
| 112,275 |
| 6. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the period was as follows: |
| £ |
| Current tax: |
| UK corporation tax | 616,810 |
| Deferred taxation | (53,652 | ) |
| Tax on profit | 563,158 |
| Reconciliation of total tax 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: |
| £ |
| Profit before tax | 890,290 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % |
222,573 |
| Effects of: |
| Expenses not deductible for tax purposes | 18,592 |
| Income not taxable for tax purposes | (474 | ) |
| Depreciation in excess of capital allowances | 52,997 |
| Deferred tax movement | (53,652 | ) |
| Amortisation of goodwill | 323,122 |
| Total tax charge | 563,158 |
| 7. | 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. |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| 8. | DIVIDENDS |
| £ |
| Ordinary shares of 1 each |
| Interim | 623,990 |
| 9. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| Additions | 12,924,865 |
| At 31 October 2025 | 12,924,865 |
| AMORTISATION |
| Amortisation for period | 1,292,487 |
| At 31 October 2025 | 1,292,487 |
| NET BOOK VALUE |
| At 31 October 2025 | 11,632,378 |
| 10. | TANGIBLE FIXED ASSETS |
| Group |
| Improvements | Fixtures |
| Freehold | to | and | Motor |
| property | property | fittings | vehicles | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 24 October 2024 | 487,558 | 25,117 | 406,161 | 891,027 | 1,809,863 |
| Additions | - | - | 21,087 | 70,986 | 92,073 |
| Disposals | - | - | - | (40,798 | ) | (40,798 | ) |
| At 31 October 2025 | 487,558 | 25,117 | 427,248 | 921,215 | 1,861,138 |
| DEPRECIATION |
| At 24 October 2024 | 96,673 | 25,117 | 263,195 | 415,828 | 800,813 |
| Charge for period | 9,652 | - | 23,328 | 205,018 | 237,998 |
| Eliminated on disposal | - | - | - | (28,528 | ) | (28,528 | ) |
| At 31 October 2025 | 106,325 | 25,117 | 286,523 | 592,318 | 1,010,283 |
| NET BOOK VALUE |
| At 31 October 2025 | 381,233 | - | 140,725 | 328,897 | 850,855 |
| At 23 October 2024 | 390,885 | - | 142,966 | 475,199 | 1,009,050 |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| 10. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Fixed assets, included in the above, which are held under hire purchase contracts or finance leases are as follows: |
| Motor |
| vehicles |
| £ |
| COST |
| At 24 October 2024 | 58,643 |
| Reclassification/transfer | (58,643 | ) |
| At 31 October 2025 | - |
| DEPRECIATION |
| At 24 October 2024 | 44,387 |
| Reclassification/transfer | (44,387 | ) |
| At 31 October 2025 | - |
| NET BOOK VALUE |
| At 31 October 2025 | - |
| At 23 October 2024 | 14,256 |
| 11. | FIXED ASSET INVESTMENTS |
| Group |
| Unlisted |
| investments |
| £ |
| COST |
| At 24 October 2024 |
| and 31 October 2025 | 1,900 |
| NET BOOK VALUE |
| At 31 October 2025 | 1,900 |
| At 23 October 2024 | 1,900 |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST OR VALUATION |
| Additions |
| Impairments | ( |
) |
| At 31 October 2025 |
| NET BOOK VALUE |
| At 31 October 2025 |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| 11. | FIXED ASSET INVESTMENTS - continued |
| Company |
| Cost or valuation at 31 October 2025 is represented by: |
| Shares in |
| group |
| undertakings |
| £ |
| Valuation in 2025 | (3,360,000 | ) |
| Cost | 16,800,000 |
| 13,440,000 |
| During the year, the company received a dividend from its wholly owned subsidiary. As this dividend represents a return of capital rather than a distribution of post-acquisition profits, it has been treated as an indicator of impairment. |
| Accordingly, the carrying value of the investment in the subsidiary has been reduced by the amount of the dividend received, to reflect its recoverable amount in accordance with FRS 102. The impairment loss has been recognised in the profit and loss account for the year. |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiary |
| Registered office: 12-13 Saxon House, Warley Street, Upminster, Essex, RM14 3PJ |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the period | 1,648,092 |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group |
| £ |
| Trade debtors | 4,245,537 |
| Prepayments and accrued income | 282,725 |
| 4,528,262 |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group |
| £ |
| Bank loans and overdrafts (see note 15) | 457,873 |
| Trade creditors | 2,206,191 |
| Taxation | 302,641 |
| Social security and other taxes | 229,078 |
| CIS tax withheld | 27,765 |
| VAT | 567,215 |
| Other creditors | 322,724 |
| Main contract paid in advance | 170,254 |
| 4,283,741 |
| 14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| £ |
| Bank loans (see note 15) | 1,192,477 |
| 15. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| £ |
| Amounts falling due within one year or | on demand: |
| Bank loans - less than 1 yr | 457,873 |
| Amounts falling due between one and | two years: |
| Bank loans - 1-2 years | 457,873 |
| Amounts falling due between two and | five years: |
| Bank loans - 2-5 years | 550,058 |
| Amounts falling due in more than five | years: |
| Repayable by instalments |
| Bank loans more 5 yr by instal | 184,546 |
| 16. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| Group |
| Non- |
| cancellable |
| operating |
| leases |
| £ |
| Within one year | 10,423 |
| Between one and five years | 13,987 |
| 24,410 |
| 17. | PROVISIONS FOR LIABILITIES |
| Group |
| £ |
| Deferred taxation | 98,129 |
| Group |
| Deferred |
| tax |
| £ |
| Provided during period | (53,651 | ) |
| Balance at 31 October 2025 | (53,651 | ) |
| The deferred tax balance brought forward represents the amount of deferred tax recognised in the subsidiary’s individual financial statements at the date it joined the group. |
| The subsidiary was acquired during the year by way of a share-for-share exchange. In accordance with FRS 102, the deferred tax balances existing in the subsidiary at the acquisition date were recognised in full in the consolidated balance sheet as part of the net assets acquired. |
| Accordingly, the opening deferred tax balance in the consolidated financial statements does not arise from movements in the current period, but reflects deferred tax liabilities already recognised in the subsidiary prior to the formation of the group. |
| 18. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal |
| value: | £ |
| Ordinary | 1 | 10,000 |
| 10,000 Ordinary shares of 1 each were allotted as fully paid |
| ES HOLDCO LIMITED (REGISTERED NUMBER: 16039016) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 24 OCTOBER 2024 TO 31 OCTOBER 2025 |
| 19. | RESERVES |
| Group |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| Profit for the period | 327,132 | 327,132 |
| Dividends | (623,990 | ) | (623,990 | ) |
| Cash share issue | - | 13,430,000 | 13,430,000 |
| At 31 October 2025 | (296,858 | ) | 13,430,000 | 13,133,142 |
| Company |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| Profit for the period |
| Dividends | ( |
) | ( |
) |
| Cash share issue | - | 13,430,000 | 13,430,000 |
| At 31 October 2025 | 13,430,000 |
| 20. | RELATED PARTY DISCLOSURES |
| Distributions to related parties |
| During the year, the group declared total dividends of £623,990; however, as ES Holdco Limited does not currently operate a bank account, the amounts were settled directly by Edmund Services Limited to the underlying shareholders of the parent undertaking. |
| Dividends paid to directors during the year amounted to £251,089, with dividends of £372,901 paid to close family members of directors. All dividends were paid in accordance with the rights attaching to the respective classes of shares. |
| Transactions with the parent undertaking |
| During the year, Edmund Services Limited made payments totalling £2,360,000 on behalf of ES Holdco Limited in connection with the purchase of shares of parent company level from a close family member of a director. These payments were made directly by Edmund Services Limited as the parent undertaking does not hold its own bank account. |
| At the balance sheet date, a balance of £3,360,000 was due to Edmund Services Limited. As it was not intended that this amount would be repaid in cash, the balance was treated as an additional dividend payable to the holding company prior to the year end. As a result, no amounts were outstanding between the company and its parent undertaking at the reporting date. |
| Other related party matters |
| There were no loans to or from directors or other related parties, no guarantees provided, and no expense reimbursements outside the normal payroll process during the year. |