IRIS Accounts Production v26.1.10.61 16039016 Board of Directors 31.10.25 24.10.24 31.10.25 31.10.25 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. environmental engineering. 127 true true true false true true false false false false true false Ordinary 0 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh160390162024-10-23160390162025-10-31160390162024-10-242025-10-31160390162024-10-2316039016ns15:EnglandWales2024-10-242025-10-3116039016ns14:PoundSterling2024-10-242025-10-3116039016ns10:Director12024-10-242025-10-3116039016ns10:Consolidated2025-10-3116039016ns10:ConsolidatedGroupCompanyAccounts2024-10-242025-10-3116039016ns10:PrivateLimitedCompanyLtd2024-10-242025-10-3116039016ns10:Consolidatedns10:MediumEntities2024-10-242025-10-3116039016ns10:Consolidatedns10:Audited2024-10-242025-10-3116039016ns10:SmallCompaniesRegimeForAccounts2024-10-242025-10-3116039016ns10:Consolidated2024-10-242025-10-3116039016ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2024-10-242025-10-3116039016ns10:Medium-sizedCompaniesRegimeForAccountsns10:Consolidated2024-10-242025-10-3116039016ns10:FullAccounts2024-10-242025-10-3116039016ns5:Subsidiary12024-10-242025-10-311603901612024-10-242025-10-3116039016ns10:OrdinaryShareClass12024-10-242025-10-3116039016ns10:OrdinaryShareClass1112024-10-242025-10-3116039016ns10:Director22024-10-242025-10-3116039016ns10:Director32024-10-242025-10-3116039016ns10:RegisteredOffice2024-10-242025-10-3116039016ns5:ShareCapital2025-10-3116039016ns5:SharePremium2025-10-3116039016ns5:ShareCapital2024-10-242025-10-3116039016ns5:SharePremium2024-10-242025-10-3116039016ns5:RetainedEarningsAccumulatedLosses2024-10-242025-10-3116039016ns5:RetainedEarningsAccumulatedLosses2025-10-3116039016ns5:NetGoodwill2024-10-242025-10-3116039016ns5:IntangibleAssetsOtherThanGoodwill2024-10-242025-10-3116039016ns5:AdditionsToInvestments2025-10-3116039016ns5:ProvidedReleasedInPeriodProvisionsForImpairmentInvestments2025-10-3116039016ns5:CostValuation2025-10-31160390161ns5:Subsidiary12024-10-242025-10-3116039016ns5:Subsidiary12025-10-3116039016ns5:Subsidiary12024-10-2316039016ns10:OrdinaryShareClass12025-10-31
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: C H O'Donoghue
E R O'Donoghue
L P O'Donoghue





REGISTERED OFFICE: 12-13 Saxon House Warley Street
Upminster
Essex
RM14 3PJ





REGISTERED NUMBER: 16039016 (England and Wales)





AUDITORS: Clemence Hoar Cummings
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:





L P O'Donoghue - Director


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:

C H O'Donoghue - appointed 24 October 2024
E R O'Donoghue - appointed 24 October 2024
L P O'Donoghue - appointed 24 October 2024

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:





L P O'Donoghue - Director


30 April 2026

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.




David Bransbury FCA (Senior Statutory Auditor)
for and on behalf of Clemence Hoar Cummings
Chartered Accountants and Statutory Auditor
Riverside House
1-5 Como Street
Romford
Essex
RM7 7DN

30 April 2026

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

327,132
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 13,440,000
13,440,000
TOTAL ASSETS LESS CURRENT
LIABILITIES

13,440,000

CAPITAL AND RESERVES
Called up share capital 18 10,000
Share premium 19 13,430,000
SHAREHOLDERS' FUNDS 13,440,000

Company's profit for the financial year 623,990

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 30 April 2026 and were signed on its behalf by:





L P O'Donoghue - Director


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 10,000 - 13,430,000 13,440,000
Dividends - (623,990 ) - (623,990 )
Total comprehensive income - 623,990 - 623,990
Balance at 31 October 2025 10,000 - 13,430,000 13,440,000

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 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 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
Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of ten 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 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 16,800,000
Impairments (3,360,000 )
At 31 October 2025 13,440,000
NET BOOK VALUE
At 31 October 2025 13,440,000

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

Edmund Services Limited
Registered office: 12-13 Saxon House, Warley Street, Upminster, Essex, RM14 3PJ
Nature of business: Facility management
%
Class of shares: holding
Ordinary 100.00
2025
£    £   
Aggregate capital and reserves 1,510,765 3,875,135
Profit for the period 1,619,620 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: £   
10,000 Ordinary 1 10,000

10,000 Ordinary shares of 1 each were allotted as fully paid at a premium of 1342 per share during the period.

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 623,990 623,990
Dividends (623,990 ) (623,990 )
Cash share issue - 13,430,000 13,430,000
At 31 October 2025 - 13,430,000 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.